CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

Effective Date _____________

This Agreement is made between ___________________ and its agents, employees and affiliates (collectively,  “The Third Party”) and Viscount Innovations Incorporated. and its affiliates.

WHEREAS, The Third Party and Viscount Innovations Incorporated. mutually desire to engage in a discussion regarding a potential business relationship; and

WHEREAS, In the course of the parties’ dealings, Viscount Innovations Incorporated., may furnish to The Third Party “Confidential Information” as defined in Paragraph 1 and does not wish to convey any interest or copyright therein to The Third Party, or make such Confidential Information public or common knowledge; to be disclosed to any additional party, or permit any use thereof except to engage in such discussions and

NOW, THEREFORE, in consideration of the valuation discussions, disclosure of Confidential Information and any future business relationship between the parties, it is hereby agreed as follows:

1. CONFIDENTIAL INFORMATION.  For purposes of this Agreement, the term “Confidential Information” shall mean the following:

Any information, regarding Viscount Innovation Incorporated’s clients, partners, or portfolio companies including pricing terms, fees, or other contract terms, business plan, concept, idea, know-how, process, technique, program, design, formula, algorithm or work-in-process, any privileged attorney-client communications, legal files, legal strategies, Intellectual Property filings or pending filings, the contents of any legal files, any engineering, manufacturing, marketing, technical, financial, data, or sales information, or any information regarding suppliers, customers, employees, investors, or business operations, and any other information or materials, whether in written, or graphic, or any other form or that is disclosed orally, or electronically, whether tangible or intangible and in whatever form or medium provided, or otherwise which is learned or disclosed in the course of discussions, studies, or other work undertaken between the parties.

Without limiting the generality of the foregoing, Confidential Information shall include all information and materials disclosed orally or in any other form, regarding either company’s processes or end client information, whether or not the disclosing party indicates or marks such information or materials as confidential. Confidential Information shall not include any information included under Paragraph 6.

1. NONDISCLOSURE.  The Third Party agrees that it will not at any time disclose, give, or transmit in any manner or form or for any purpose, the Confidential Information received from Viscount Innovations Incorporated., to any person, party, firm or corporate entity or use such Confidential Information for its own benefit or the benefit of anyone else, or for any purpose other than to conduct a business valuation.  Without limitation of the generality of the foregoing, The Third Party may not use, refer to or otherwise benefit from the Confidential Information Viscount Innovations Incorporated., in connection with its market research, competitive analysis, development, planning, marketing or other business activities.

The Third Party shall take all reasonable measures to preserve the confidentiality and avoid the disclosure of Viscount Innovations Incorporated.’s Confidential Information, including but not limited to those steps taken with respect to The Third Party’s own Confidential Information of like importance.

1. NEED TO KNOW BASIS.  The Third Party shall limit its disclosure of the Viscount Innovations Incorporated.’s Confidential Information to those of its officers and employees (i) to which such disclosure is necessary for purposes of the discussions contemplated by this Agreement; and (ii) who have agreed in writing to be bound by provisions no less restrictive than those set forth in this Agreement.

1. RETURN OF CONFIDENTIAL INFORMATION.  Upon request of Viscount Innovations Incorporated., or upon termination of the discussions regarding a business valuation, The Third Party shall promptly deliver to Viscount Innovations Incorporated., any and all documents, notes, or other physical embodiments of or reflecting the Confidential Information that are in their possession or control.

1. NONCONVEYANCE.  Nothing in this Agreement shall be construed as conveying to The Third Party any right, title or interests or copyright in or to any Confidential Information of Viscount Innovations Incorporated.; or to convey any license as to use, sell, exploit, copy or further develop any such Confidential Information.

1. EXCLUDED INFORMATION.  The parties agree that the covenant not to disclose or use Confidential Information shall not apply to any information to the extent that the information:

1. is, or at any time becomes a part of the public domain through no act or omission of The Third Party;
2. is rightfully obtained from a The Third Party without any obligation of confidentiality; or
3. is already known by The Third Party without any obligation of confidentiality prior to obtaining the Confidential Information from Viscount Innovations Incorporated.

1. DURATION.  This Agreement shall remain in full force for a period of five (5) years from the Effective Date listed above.

1. COURT ORDERED DISCLOSURE. The Third Party shall not be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government; provided, that notice is given promptly to Viscount Innovations Incorporated., that its Confidential Information is to be so disclosed so that Viscount Innovations Incorporated., may seek a protective order and/or engage in other efforts to minimize the required disclosure.  The parties shall cooperate in seeking the protective order and engaging in such other efforts.

1. NO COMMITMENT.  This Agreement does not in any way bind the parties to enter into a business relationship of any nature with the other.  Nothing herein or any other verbal representations made by either party shall be construed as a binding commitment to establish a business relationship.

1. REMEDIES.  Each party acknowledges that Viscount Innovations Incorporated., shall have the right to take all reasonable steps to protect its Confidential Information, including, but not limited to, injunctive relief and any other remedies as may be available at law or in equity in the event the receiving party does not fulfill its obligations under this Agreement.

1. ATTORNEY’S FEES.  In the event any action, including arbitration, is brought to enforce any provision of this Agreement, or to declare a breach of this Agreement, the prevailing party shall be entitled to recover, in addition to any other amounts awarded, reasonable legal and other related costs and expenses, including attorney’s fees incurred thereby.

1. NONASSIGNMENT.  Neither party may assign or transfer this Agreement or any rights hereunder to any The Third Party without the prior written consent of the other party, provided that either party shall be permitted to assign and transfer this Agreement to its successor in interest pursuant to merger, acquisition or otherwise.

1. ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement between the parties regarding the subject matter addressed hereof of supercedes all proposals and prior discussions and writings between the parties with respect thereto.

The parties agree that except as expressly set forth herein, this Agreement may not be altered, amended or modified except in writing which is signed by an authorized representative of both parties.

The undertakings of this Agreement, including but not limited to those relating to the confidentiality and non-use of Confidential Information shall continue after the termination of this Agreement or any discussions between the parties.

1. GOVERNING LAW.  This Agreement shall be construed for all purposes in accordance with the laws of the Province of Ontario without regard to the conflicts of law provisions thereof.