NON-DISCLOSURE AGREEMENT

This Agreement is effective as of the {{effective_date}} and is made between {{company_name}}(the "Company") and {{receiving_party_name}}(the "Receiving party").

1. WHEREAS

1.1. The Company has developed and is continuing to develop a system of manufacture and sale of certain products and accessories, utilizing proprietary trademarks including the trademark "{{trademark_name}}".

1.2. The Company has engaged the Receiving party to provide services and/or products (the "Services") to the Company.

1.3. In connection with the Services, the Company may disclose to the Receiving party certain information of the Company that is of a confidential, non-public or proprietary nature (the "Confidential Information"). The "Confidential Information" of the Company shall include, without limitation, any information concerning the Company or its affiliates (including personal data of all individuals), or their respective business, affairs, operations, properties, assets, employees, customers, supplier contracts, product designs or specifications, prospects, forecasts, plans, liabilities, research, processes or methods of operation that is made available to the Receiving party or its affiliates regardless of whether the information is marked as, or otherwise indicated to be, confidential at the time of disclosure.

2. AGREEMENT

Now Therefore This Agreement Witnesses that in consideration of the premises and the disclosure of Confidential Information, and recognizing the value of the Confidential Information and that its misuse or disclosure would result in harm to the Company, the Receiving party covenants to and agrees with the Company as follows:

2.1. The Receiving party agrees:

2.1.1. The Confidential Information will be kept confidential and will not, without the prior written consent of the Company, be disclosed by the Receiving party in any manner whatsoever, in whole or in part; and

2.1.2. The Confidential Information will not be used by the Receiving party directly or indirectly, for any purpose other than in connection with the Services.

2.1.3. That this Agreement does not transfer to Receiving party any ownership of Confidential Information or any part thereof and all right, title and interest in and to the Confidential Information will remain solely with the Company.

2.2. Survival of Obligations. Notwithstanding the termination of this Agreement, the obligations set out herein will continue to apply with respect to previously disclosed Confidential Information for as long as the exceptions in Section 2.4 do not apply to such information.

2.3. Record Keeping and Security.

2.3.1. The Receiving party shall keep a record of the Confidential Information furnished to it, in any medium other than oral, and of the location of such Confidential Information.

2.3.2. The Receiving party will take all necessary precautions or measures as may be reasonable in the circumstances to prevent improper use or disclosure of the Confidential Information and will be responsible for any breach.

2.4. Exclusions from Confidential Information. The term "Confidential Information" shall not include such portions of the Confidential Information that:

(i) Are, or prior to the time of disclosure become, generally available to the public other than as a result of a disclosure by the Receiving party; or

(ii) Are received from an independent third party who had obtained the Confidential Information lawfully and was under no obligation of secrecy or duty of confidentiality; or

(iii) The Receiving party can show, from its written records, were in its lawful possession before it received such Confidential Information; or

(iv) The receiving party can show, from its written records, were independently developed by it or on its behalf by personnel having no access to the Confidential Information at the time of its independent development.

2.5. Return or Destruction of Information. Upon receipt of a written request from the Company, which may be given at any time, all copies of the Confidential Information will be returned to the Company promptly (and, in any event, within three (3) business days after such request), except for that portion of the Confidential Information which consists of notes, analyses, compilations, forecasts, data, studies or other documents or records prepared by the Receiving party which will be destroyed or permanently erased and the Receiving party will so certify.

2.6. No Warranty. The Receiving party acknowledges that the Company has no obligation to make any disclosure of Confidential Information and makes no express or implied representation or warranty as to the accuracy or completeness of any Confidential Information that is disclosed, and agrees that the Company shall not have any liability, direct or indirect, to the Receiving party relating to or resulting from the Confidential Information or the use thereof, errors therein or omissions therefrom.

2.7. Compelled Disclosure. In the event that the Receiving party becomes legally compelled or is required by regulatory authorities having appropriate jurisdiction to disclose any of the Confidential Information, the Receiving party will promptly provide the Company with written notice so that it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. The Receiving party will cooperate with the Company on a reasonable basis to obtain a protective order or other remedy. In the event that such protective order or other remedy is not obtained or the Company waives compliance with the provisions of this Agreement, the Receiving party will furnish only that portion of the Confidential Information which it is advised, by written opinion of counsel addressed to each of the Parties, is legally required and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so furnished.

2.8. No Use of Company Name or Marks. Receiving party will not use Company's name or marks, refer to or identify Company in any advertising or publicity releases or promotional or marketing correspondence to others without Company's written approval.

2.9. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of {{governing_law}}. The Receiving party hereby attorns to the exclusive jurisdiction of the courts of {{governing_law}}.

2.10. Waiver. No failure or delay by the Company in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise preclude any other or further exercise of any right, power or privilege under this Agreement.

2.11. Notices. Any notice, consent or approval required or permitted to be given in connection with this Agreement ("Notice") shall be in writing and shall be sufficiently given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted by e-mail:

2.11.1. To the Company at:

{{company_address}}

Attention: The Legal Department

2.11.2. To the Receiving party at:

{{receiving_party_address}}

2.11.3. Deemed Receipt. Any Notice delivered or transmitted to a party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on a business day prior to 5:00 p.m. local time in the place of delivery or receipt. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a business day, then the Notice shall be deemed to have been given and received on the next business day. Any party may, from time to time, change its address by giving Notice to the other parties in accordance with the provisions of this section.

2.12. Injunctive Relief. The Receiving party acknowledges that disclosure of the Confidential Information or other breach of this Agreement would cause serious and irreparable damage and harm to the Company and that remedies at law would be inadequate to protect against breach of this Agreement, and the Company may seek injunctive relief in favour of the Company for any breach of the provisions of this Agreement and to the specific enforcement of the terms of this Agreement, without proof of actual damages, in addition to any other remedy to which the Company would be entitled.

2.13. Entire Agreement and Amendments. This Agreement constitutes the entire agreement of the Parties with respect to its subject matter. No amendment, supplement, modification or waiver or termination of this Agreement and, unless otherwise specified, no consent or approval by either of the Parties, shall be binding unless executed in writing by the Party to be bound thereby.

2.14. Term. This Agreement shall come into effect on the Effective Date, and subject to Clause 2.2 hereof, shall remain effective indefinitely.

2.15. No Partnership or Agency. Nothing contained in this Agreement shall be construed as creating, expressly or by implication, a partnership, joint venture, employment, or agency relationship between the Parties.

2.16. Non-Assignment. The Receiving party may not assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of the Company.

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed in a legally binding manner as of the date first written above.

COMPANY	RECEIVING PARTY
Signature:{{company_signature}}	Signature:{{receiving_party_signature}}
Name:{{name}}	Name:{{name}}
Title:{{title}}	Title:{{title}}
Date:{{date}}	Date:{{date}}