CONFIDENTIALITY AGREEMENT

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THISAGREEMENTismadeth day of——— 19

BETWEEN:

(l )…………………………….(the “Company”); and (2)………………………….. (the”Employee”).

WHEREAS:
(A) The Company agrees to give the Employee access t o certain confidential information relating to the affairs of the Company solely for purposes of:

……………………………………………………………………………………….

……………………………………………………………………………………….

……………………………………………………………………………………….

……………………………………………………………………………………….

(B) The Employee agrees to obtain, inspect and use such information only for the purposes

described above, and otherwise to hold such information confidential and secret pursuant to the terms of this agreement.

NOW TT IS HEREBY AGREED as follows:

1. The Company has or shall furnish to the Employee confidential information, described on the attached list, and may further allow suppliers, customers, employees or representatives of the Company to disclose information to the Employee.
2. The Employee agrees to hold all confidential or proprietary information or trade secrets (“Information”) in trust and confidence and agrees that the Information shall be used only for the contemplated purpose, and not for any other purpose or disclosed to any third part y under any circumstances whatsoever.

3. No copies may be made or retained of the Information.
4. At the conclusion of our discussions, or upon demand by the Company, all Information, including written notes, photographs, or memoranda shall be promptly returned to the Company. The Employee shall retain no copies or written documentation relating thereto.
5. This Information shall not be disclosed to any employee, consultant or third party unless that third party agrees to execute and be bound by the terms of this agreement, and disclosure by the Company is first approved.
6. It is understood that the Employee s hall have n o obligation with respect to any information known by the Employee, or as may be generally known within the industry, prior to date of this agreement, or that shall become common knowledge within the industry thereafter.

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