NON-DISCLOSURE AGREEMENT

Confidentiality Agreement

Parties

Purpose

The parties wish to explore a business opportunity of mutual interest:

Definition of Confidential Information

"Confidential Information" means any information disclosed by the Disclosing Party that is designated as confidential or reasonably should be understood to be confidential, including but not limited to:

Obligations of Receiving Party

The Receiving Party shall:

a) Hold the Confidential Information in strict confidence;

b) Not disclose to any third party without written consent;

c) Use the Confidential Information only for the Purpose stated above;

d) Return or destroy all Confidential Information upon request.

Term

This agreement shall remain in effect for a period of ____________________ years from the date of this agreement.

IN WITNESS WHEREOF, the parties have executed this agreement: