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A. The parties acknowledge that it may be necessary for each of them, as Discloser, to provide to the other, as Recipient, certain information, including trade secret information, considered to be confidential, valuable and proprietary by Discloser, in connection with a proposed business relationship (the “Project”).

B. Such information may include, but is not limited to, technical, financial, marketing, staffing and business plans and information, strategic information, proposals, requests for proposals, specifications, drawings, prices (including any custom pricings), costs, customer information, procedures, proposed products, processes, business systems, software programs, techniques, services and like information of, or provided by, Discloser, its Affiliates or any of their third party suppliers, agents or customers, and also includes the fact that such information has been provided by the Discloser, the fact that the parties are discussing the Project and any terms, conditions or other facts with respect to the Project or although not related to the Project, is nevertheless disclosed as a result of the parties' discussions in that regard, and that should reasonably have been understood by the Recipient, because of legends or other markings, the circumstances of disclosure or the nature of the information itself, to be proprietary and confidential to the Discloser, an Affiliate of the Discloser or to a third party (collectively Discloser’s “Information”). Information may be disclosed in written or other tangible form (including on magnetic media) or by oral, visual or other means.

C. Information provided by one party to the other before execution of this Agreement and in connection with the Project is also subject to the terms of this Agreement. “Affiliate” means any entity owned in whole or in part, now or in the future, directly or indirectly through a subsidiary, by a party hereto or under common ownership, in whole or in part, with a party.

IN CONSIDERATION of the mutual promises and obligations contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Recipient will protect Information provided to Recipient by or on behalf of Discloser from any use, distribution or disclosure except as permitted herein. Recipient will use the same standard of care to protect Information as Recipient uses to protect its own similar confidential and proprietary information, but not less than a reasonable standard of care.

2. Recipient may provide Information only to Recipient’s employees who: (a) have been advised of the confidential and proprietary nature of such Information; and (b) have personally agreed with Recipient in writing to protect from unauthorized disclosure all confidential and proprietary information, of whatever source, to which they have access in the course of their employment. Provided that Recipient is responsible for any violation of this agreement by any such subsequent recipient, Recipient may provide Discloser’s Information to Recipient’s Affiliates, consultants, contractors and agents, subject to (a) and (b) above.

3. The restrictions of this Agreement on use and disclosure of Information shall not apply to Information that:

a) Was or becomes publicly available without the breach of this Agreement by Recipient;

b) Was in Recipient's possession free of any obligation of confidence at the time of Discloser's communication thereof to Recipient;

c) Is developed by Recipient independently of and without reference to any of Discloser's Confidential Information or other information that Discloser disclosed in confidence to any third party;

d) Is rightfully obtained by Recipient from third parties authorized to make such disclosure without restriction; or

e) Is identified by Discloser as no longer proprietary or confidential.

4. If Recipient is required to provide Information to any court or government agency pursuant to written court order, subpoena, regulation or process of law, Recipient will provide Discloser with prompt written notice of such requirement and will provide reasonable cooperation with Discloser in Discloser’s attempts to protect against or limit the scope of such disclosure. To the fullest extent permitted by law, Recipient will continue to protect as confidential and proprietary all Information disclosed in response to a written court order, subpoena, regulation or process of law.

5. Information remains at all times the property of Discloser. Upon Discloser’s request, all or any requested portion of the Information (including, but not limited to, tangible and electronic copies, notes, summaries or extracts of any Information) will be promptly returned to Discloser or destroyed, and Recipient will provide Discloser with written certification stating that such Information has been returned or destroyed. Notwithstanding the foregoing, the parties acknowledge that Recipient shall not be required to return to Discloser or destroy those copies of Information residing on Recipient’s backup, disaster recovery or business continuity systems and the obligations hereunder with respect to such Information shall survive until such Information is destroyed.

6. Recipient will not identify Discloser, its Affiliates or any other owner of Information in any advertising, sales material, press release, public disclosure or publicity without prior written authorization by Discloser.

7. No licenses or rights under any patent, copyright, trademark, or trade secret are granted or are to be implied by this Agreement. Neither party is obligated under this Agreement to purchase from or provide to the other party any service or product. Discloser shall not have any liability or responsibility for errors or omissions in, or any decisions made by Recipient in reliance on, any Information disclosed under this Agreement.

8. This Agreement may be terminated at any time by either party upon written notice to the other party. Notwithstanding any termination hereof, the parties’ obligations with respect to Discloser’s Information shall survive for a period of two (2) years after the date of disclosure of such Information and the parties’ obligations hereunder shall survive and continue in effect with respect to any Information that is a trade secret under applicable law until such time that the Information is no longer a trade secret.

9. The parties acknowledge that Information is unique and valuable, and that disclosure in breach of this Agreement will result in irreparable injury to Discloser for which monetary damages alone would not be an adequate remedy.

Therefore, the parties agree that in the event of a breach or threatened breach of confidentiality, the Discloser shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. No forbearance, failure or delay in exercising any right, power or privilege is waiver thereof, nor does any single or partial exercise thereof preclude any other or future exercise thereof, or the exercise of any other right, power or privilege.

10. If and to the extent any provision of this Agreement is held invalid or unenforceable at law, such provision shall be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable and the remainder of the Agreement will continue in effect and be valid and enforceable to the fullest extent.

11. This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which may be withheld in such party’s sole discretion. Subject to the foregoing restriction, this Agreement is binding upon and inures to the benefit of the parties and their heirs, executors, legal and personal representatives, successors and assigns.

12. This Agreement: (a) is the complete agreement of the parties concerning the subject matter hereof and supersedes any prior such agreements with respect to further disclosures concerning such subject matter; (b) may not be amended or in any manner modified except by a written instrument signed by authorized representatives of both parties; (c) shall be governed and construed in accordance with the laws of British Columbia, Canada without regard to its choice of law provisions; and (d) may be executed in counterparts, and signatures exchanged by facsimile are effective for all purposes hereunder to the same extent as original signatures.

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