Confidentiality Nda Agreement

ENVIRONMENTAL & RESOURCE BASED SMALL & MEDIUM SIZED ENTERPRISE (SME) SPECIALISTS

CONFIDENTIALITY NON DISCLOSURE AGREEMENT THIS AGREEMENT is effective as of the date of execution. THIS AGREEMENT is made between EquityMaxx Corporation acting as Intermediary Broker for and on behalf of represented client specified herein as ______________________________________________ (severally and jointly hereinafter the “Recipient”) And ., (hereinafter the “Corporation”). WHEREAS:

A. The Corporation performs services specializing in, among other things, Management across Ontario, Canada, (hereinafter the “Business”);

and doing business

B. The Corporation is in possession of confidential information relating to the Business; and C. The Corporation wishes to disclose such confidential information to the Recipient in the context of a potential acquisition of the Corporation or its assets by a client represented through the Intermediary (Broker) Services of <MY:Company> (the “Potential Transaction”). NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: 1. “Confidential Information” means regardless of its form or medium and whether or not it is identified as “confidential” any information regarding the Corporation and the Business disclosed prior or after the date hereof, however disclosed or obtained (orally, in writing, electronically or otherwise) and of whatever kind (financial, products, technologies, processes, clients, affairs or other). Confidential Information also includes any prior discussions between the parties, this Agreement, as well as all future discussions, management presentations, negotiations, agreements, the fact that the parties are holding discussions or negotiations involving a possible transaction and the status thereof. Notwithstanding the foregoing, Confidential Information subject to this Agreement shall not include information which: a) Has become generally available to the public through no fault of or action of the Recipient; b) Is rightfully available to the Recipient on a non-confidential basis prior to its disclosure hereunder to the Recipient; and BUSINESS DEVELOPMENT | ACQUISITION ADVISORY | PROJECT MANAGEMENT | COMMERCIAL BROKER EQUITYMAXX CORPORATION | 32 CLARKE CRESCENT, PORT SYDNEY, ONTARIO, CANADA. POB1L0 TEL: 416-970-MAXX (6299) | FAX: 705-385-9548 | EMAIL: [email protected] P/1/4

ENVIRONMENTAL & RESOURCE BASED SMALL & MEDIUM SIZED ENTERPRISE (SME) SPECIALISTS

c) Becomes rightfully available to the Recipient on a non-confidential basis from any third party, the disclosure of which does not violate any contractual or legal obligation such third party has prohibiting the transmission of such information;

2. The Recipient shall maintain the Confidential Information in confidence and shall not disclose the Confidential Information to anyone except to its directors, officers, employees, consultants, legal counsel, financial advisors, and representatives who need to know such information in connection with the Recipient’s evaluation of thePotential Transaction. The Recipient shall require any such person to comply with the provisions of this Agreement and shall be responsible for any breach of this Agreement by any of them. 3. The Recipient shall return the original and any copies of Confidential Information it has received from the Corporation promptly upon the written request by the Corporation, and will provide the Corporation with written assurance that all notes, memoranda or other memorialisation based, in whole or in part, or containing any Confidential Information, have been completely destroyed. 4. The Recipient shall use the Confidential Information only for the purpose of considering the Potential Transaction. The Recipient shall not make any other use, in whole or in part, of the Confidential Information without the prior written consent of the Corporation. 5. The Corporation does not makes any representation, warranty or guarantee of any kind, whether express, legal or implied, as to the accuracy or completeness of any Confidential Information except as might be provided in any definitive agreement, if any, related to the Proposed Transaction. The Recipient agrees that the Corporation shall not be liable for any error therein or omission there from nor shall they be liable to the Recipient (or any person to whom the Recipient provides any such Confidential Information), for any consequences resulting from the use thereof the Recipient uses the Confidential Information at its own risk. 6. The Recipient agrees that nothing in this Agreement shall be construed as granting or conferring any rights of license or otherwise in any Confidential Information. Furthermore, no contract or agreement providing for an investment in the Corporation shall be deemed to exist between the Recipient and the Corporation.

7. All communications relating to the Confidential Information shall be directed by the Corporation to Mr. James Hutcheson of <MY:Company> and to any other representative of the Recipient designated by Mr. Hutcheson. Without the prior written consent of the Corporation, excepting Ted Hutcheson or his <MY:Company> designated representative, no contact shall be made by the Recipient or any of its directors, officers, employees, consultants, legal counsel, financial advisors, and representatives with any director, officer, employee, client and supplier of the Corporation directly or indirectly in relation to the Potential Transaction.

BUSINESS DEVELOPMENT | ACQUISITION ADVISORY | PROJECT MANAGEMENT | COMMERCIAL BROKER EQUITYMAXX CORPORATION | 32 CLARKE CRESCENT, PORT SYDNEY, ONTARIO, CANADA. POB1L0 TEL: 416-970-MAXX (6299) | FAX: 705-385-9548 | EMAIL: [email protected] P/2/4

ENVIRONMENTAL & RESOURCE BASED SMALL & MEDIUM SIZED ENTERPRISE (SME) SPECIALISTS

8. The Recipient may not solicit for employment, for a period of two years from the date of this Agreement, any of the Corporation’s employees provided that nothing contained herein shall prevent the Recipient from employing any person who responds to a general media advertisement or non-directed search inquiry, or who makes an unsolicited contact for employment. 9. In the event that the Recipient is required by applicable law or regulation or legal or similar process to disclose any Confidential Information, it is agreed that the recipient may make such disclosure provided that prior to doing so it provides the Corporation with (i) prompt notice of such requirement (ii) a written opinion of counsel to the Recipient indicating that the disclosure is required to be made by it pursuant to applicable law or regulation or legal or similar process and (iii) an opportunity for the Corporation to seek a protective order, should the Corporation provide the Recipient with notice of its intention to seek such an Order, within the time period under which the Recipient has by legal process been required to disclose the Confidential Information. 10.If the Recipient is compelled to disclose the Confidential Information it will give written notice to the Corporation of all information disclosed upon disclosure to the Court, tribunal or other person or body it is required to disclose to and utilize its best efforts to gain assurances that confidential treatment will be accorded to such information. 11.The obligations under this agreement shall survive for two years from date hereof. 12.The Recipient hereby agrees to indemnify the Corporation and its shareholders from liability arising from any unauthorized use or disclosure by the Recipient of the Confidential Information. 13.In addition to the foregoing general rules and covenants with respect to the "Confidential Information" we recognize that the "Confidential Information" includes Personal Information (as such term as is defined in the Personal Information Protection and Electronics Documents Act) and further agree that in connection with such personal Information the following additional rules will apply: 14.The Recipient agrees that it will not, without the prior written consent of the Corporation, disclose or make available any Personal Information or any portion thereof to any other person or entity except for its designated officers, directors, employees and agents who have a need to access the personal Information in connection with the use thereof for the Permitted Purposes. No director, officer, employee or agent shall be designated by the Recipient to access the Personal Information unless such person agrees to hold the Personal Information confidential and limit the use of such Personal Information to the uses permitted hereby pursuant to and in accordance with a written covenant at least as restrictive as the covenant given by the Recipient contained in this agreement.

BUSINESS DEVELOPMENT | ACQUISITION ADVISORY | PROJECT MANAGEMENT | COMMERCIAL BROKER EQUITYMAXX CORPORATION | 32 CLARKE CRESCENT, PORT SYDNEY, ONTARIO, CANADA. POB1L0 TEL: 416-970-MAXX (6299) | FAX: 705-385-9548 | EMAIL: [email protected] P/3/4

ENVIRONMENTAL & RESOURCE BASED SMALL & MEDIUM SIZED ENTERPRISE (SME) SPECIALISTS

15.The Recipient agrees that the Personal Information so disclosed shall be used only for the permitted purpose and the Corporation shall not sell, transfer or disclose the Personal Information to any other party or to use the Personal Information for any other purpose other than the Permitted Purpose. At the end of this agreement or at any time if so directed in writing by the Corporation, the Recipient shall destroy or return all Personal Information which has been provided, and shall require all persons permitted to have access to the Personal Information pursuant to the terms of this agreement to do the same. 16.This Agreement sets forth the entire agreement and understanding between the Corporation and the Recipient and supersedes and merges all prior oral and written understandings, representations and discussions between the Corporation and the Recipient respecting this subject matter. 17.No press release or announcement concerning the Potential Transaction or this Agreement will be issued by either party to this Agreement unless disclosure is required by law.

18. This Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. 19.In the event that any provision herein is found to be illegal or unenforceable, such provision shall be severed or modified to the extent necessary to make it enforceable, and as so severed or modified, the remainder of this Agreement shall remain in full force and effect. 20.Time is of the essence of this Agreement and every part hereof. 21.This Agreement may be executed in counterparts, by way of facsimile transmission, each of which shall be an original and both of which when taken together being considered one and the same instrument. 22.The laws of the province of Ontario shall govern this Agreement. Each of the parties to this Agreement has caused this Agreement, to be signed in its name and on its behalf by its duly authorized representative as of the effective date of this Agreement. EquityMaxx Corporation. Per: ____________________________ Date: <Edit Date> <MY:Contact>, <MY:Title> Per: ____________________________ , <Title>

Date: ___________

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BUSINESS DEVELOPMENT | ACQUISITION ADVISORY | PROJECT MANAGEMENT | COMMERCIAL BROKER EQUITYMAXX CORPORATION | 32 CLARKE CRESCENT, PORT SYDNEY, ONTARIO, CANADA. POB1L0 TEL: 416-970-MAXX (6299) | FAX: 705-385-9548 | EMAIL: [email protected] P/4/4