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Non-disclosure Agreement T1

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Business Development Opportunities

WHEREAS for the purpose of exploring potential business opportunities between the undersigned parties (the “Purpose”), each party (each, in such capacity, a “Receiving Party”) may acquire from the other party (each, in such capacity, a “Disclosing Party”) certain proprietary or confidential information of the Disclosing Party, and

WHEREAS each party acknowledges the importance to the other party of safeguarding the confidentiality of the other party’s proprietary or confidential information;

NOW THEREFORE, the parties agree as follows:

1. Definition of Confidential Information. The term “Confidential Information” shall mean all non-public information, whether written, oral, graphic or any in any other form, which relates to the business of the Disclosing Party including, without limitation its past, present or future products, services, software, techniques or technical information and data, business plans, marketing plans, financial statements, items for which the Disclosing Party is under an obligation of confidentiality to third parties, as well as analyses, data, reports, and compilations prepared by or for the Receiving Party including or based on such information, and all copies and tangible embodiments of the foregoing in all media.

2. Exclusions. Confidential Information does not include information which is: (a) publicly available without breach of this Agreement or another agreement of confidentiality with the Disclosing Party; (b) already known to be in the possession of the Receiving Party prior to receipt of such information from the Disclosing Party as evidenced by written records; (c) received from a third party with a valid right to disclose it, provided that said third party is not under a confidentiality obligation, directly or indirectly, with the Disclosing Party; and (d) independently developed by the employees, agents or consultants of the Receiving Party without access to, or use of, the Confidential Information, as evidenced in written records.

3. Use of Confidential Information. The Receiving Party may only use the Confidential Information for the Purpose. The Receiving Party will not, directly or indirectly, copy, transmit, reproduce, summarize, quote, make available, sell or disclose any of the Disclosing Party’s Confidential Information or the Receiving Party’s recollections thereof to any third party without the express written consent of the Disclosing Party.

4. Safeguard of Confidential Information. The Receiving Party agrees to act diligently in safeguarding the Confidential Information against loss, theft, destruction or inadvertent disclosure. The Receiving Party shall label as confidential all copies, duplicates, reproductions, translations or adaptations of the Disclosing Party’s Confidential Information. The Receiving Party shall limit disclosure of the Disclosing Party’s Confidential Information to those of its employees, directors, officers, counsel or consultants who are directly involved in the Purpose and who are bound by an obligation of confidentiality similar to that set forth in this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by such persons.

5. Mandatory Disclosure. Notwithstanding any other provision in this Agreement, in the event that the Receiving Party is required by law or by the order of any judicial, administrative, or similar body with enforcement powers to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall promptly notify the Disclosing Party of this requirement and will co-operate reasonably with the Disclosing Party, at the Disclosing Party’s expense, in challenging the disclosure, and will only disclose Confidential Information when legally required to do so.

6. Ownership of Confidential Information. All Confidential Information is and shall continue to be the exclusive property of the Disclosing Party. This Agreement does not grant, expressly, or by implication, any right or license to any intellectual property or similar proprietary right the Disclosing Party may possess.

7. Return of Confidential Information. Upon completion of the Purpose, the termination of this Agreement or the written request of the Disclosing Party, the Receiving Party will promptly return and deliver to the Disclosing Party all originals and copies of the Confidential Information, in whatever form, which the Receiving Party received and the Receiving Party will utilize commercially reasonable efforts to destroy all extracts, analyses, notes or other documents, including computer files, prepared by or for the Receiving Party including or based on the Confidential Information and shall certify such return and destruction in writing to the Disclosing Party. Notwithstanding the return or destruction of the Confidential Information, the parties hereto will continue to be bound by their confidentiality and other obligations hereunder.

8. Notice of Disclosure. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any breach of this Agreement by the Receiving Party, and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use.

9. No Obligation. Neither party has any obligation to disclose its Confidential Information to the other party. Except as may be set forth in a definitive, fully executed, written agreement relating to a specific transaction, neither party shall be under any legal obligation of any kind with respect to any proposed business arrangements by virtue of this Agreement or any written or oral expression with respect to such proposed business arrangements by any of its employees or agents.

10. Injunction. The Receiving Party acknowledges that its breach of this Agreement will cause serious and irreparable harm to the Disclosing Party. If the Receiving Party fails to abide by the terms of this Agreement, the Disclosing Party shall be entitled to an injunction, specific performance or other equitable relief as well as any equitable accounting of all profits and benefits arising out of any breach of this Agreement and no bond or other security shall be required from the Disclosing Party in connection therewith. The rights and remedies specified in this Agreement are in addition to, and not in substitution for, any rights or remedies of the Disclosing Party at law or in equity, including the costs of suit and attorney fees. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with the dispute from the non-prevailing party.

11. Binding Nature. This Agreement shall be binding upon and ensure to the benefit of the parties and their respective successors, heirs and permitted assigns.

12. No Warranty. Neither party makes any representation or warranty as to the accuracy or completeness of its Confidential Information.

13. Term. The term of this Agreement will commence on the date set forth below and remain in effect for a period of two years unless earlier terminated by either party upon at least seven days written notice. The obligations set forth herein will survive the expiration or termination of this Agreement for a period of 3 years.

14. Assignment. Neither party may assign or transfer this Agreement or any rights or obligations under this Agreement without the prior written consent of the other party. Any assignment without consent will be void.

15. Entire Agreement. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior written or oral agreements, communications or understandings of the parties with respect to the subject matter described herein.

16. Severability. If any provision of this Agreement is determined to be invalid or unenforceable, a suitable provision will be substituted therefor to carry out, insofar as may be valid and enforceable, the intent and purpose of the invalid or unenforceable provision. The validity and enforceability of the remaining provisions will not be affected or impaired thereby.

17. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the Province of British Columbia and Canada applicable therein, and the parties hereby adhere to the exclusive jurisdiction of the courts of the Province of British Columbia.

18. No Waiver. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.

19. Counterparts. The parties may execute this Agreement in counterparts with the same effect as if they had signed the same document and may execute and transmit by facsimile transmission this Agreement with the same effect as if the parties had delivered an executed original Agreement.

20. Authority. The undersigned hereby represents that they have authority to bind the Disclosing Party and Receiving Party, respectively, to the terms and conditions of this Agreement.

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