MUTUAL NON-DISCLOSURE AGREEMENT

Document Sample
MUTUAL NON-DISCLOSURE AGREEMENT Powered By Docstoc
					                                         NON-DISCLOSURE AGREEMENT

This Agreement is between Spectalis Corp., having its principal place of business at 80 Colonnade Road North, Unit
1, Nepean, Ontario, K2E 7L2 and the undersigned (the “Recipient”).

1.       Purpose. The purpose of this Agreement is to protect the Confidential Information of Spectalis Corp.

2.       Definition. "Confidential Information" includes, but is not limited to, information, technical data, research,
products, software services, development, macros, source code, inventions, ideas, processes, designs, drawings,
engineering, marketing, customer information, business plans and forecasts or financial information, disclosed by
Spectalis Corp. under this Agreement either directly or indirectly in writing or orally. Confidential Information shall
include, but not be limited to, all materials marked "Confidential Information".

3.        Disclosure. The Recipient hereby agrees not to disclose Confidential Information to any person or entity
and agree to use its best efforts to prevent inadvertent disclosure of Confidential Information to others. The Recipient
agrees to treat the Confidential Information with the same degree of care that it treats similar materials of its own,
which it does not wish disclosed to third parties.

4.        Use. The Recipient agrees not to use the Confidential Information for its own use or for any purpose except
for_____________________________. The Recipient agrees not to disclose the Confidential Information to any
third parties or to any of its employees except employees or representatives of the Recipient who are required to
have the Confidential Information for the purpose of this Agreement and who are bound in writing to hold such
Confidential Information in confidence pursuant to the terms of this Agreement.

5.       Property Rights, Return of Materials. All materials, including Confidential Information disclosed by
Spectalis Corp. under this Agreement shall remain the property of Spectalis Corp. The Recipient shall, upon the
completion of the purpose of this Agreement or request by Spectalis Corp. , return all materials received or obtained
under this Agreement, including Confidential Information, and all copies and all documents containing any portion of
any Confidential Information.

6.        Disclosure Required by Law. Notwithstanding anything to the contrary contained in paragraphs 3 and 4
hereof, the Confidential Information may be disclosed to the extent that such disclosure is necessary to comply with
any law, regulation, or order of court, provided that the Recipient shall give Spectalis Corp. reasonable advance
notice of any such proposed disclosure, shall use its reasonable best efforts to secure an agreement in writing to be
bound by the provisions of paragraphs 3 and 4 of this Agreement from any person obtaining access to the
Confidential Information pursuant to this paragraph 6, and shall advise the other party in writing of the manner of such
disclosure.

7.       Remedies. The Recipient acknowledges that compliance with the provisions of this Agreement is necessary
to protect the proprietary interests of Spectalis Corp. The Recipient further acknowledges that any unauthorized use
or disclosure to any person or entity in breach of this Agreement will result in irreparable and continuing damage to
Spectalis Corp. , and that Spectalis Corp. shall be authorized and entitled to obtain immediate injunctive relief and
any other rights or remedies to which it may be entitled.

8.       Miscellaneous. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term
hereof. This Agreement contains the entire agreement of the parties, and supersedes any and all prior
understandings, oral or written, with respect to the subject matter hereof. This Agreement is binding upon and for the
benefit of the parties, their successors and assigns, provided that the right to Confidential Information may not be
assigned without the written consent of the respective party.

9.       Governing Law and Attornment. This agreement is governed by the laws of Ontario, and the laws of
Canada applicable therein. The parties hereby attorn to the laws of Ontario and the laws of Canada applicable
therein.

Recipient                                                         Spectalis Corp.



By:   _______________________                                     By:      Pierre Berini

Print Name:                                                       Title:   Chief Technology Officer

Date: ___________________________                                 Date:    ____________________________