CONFIDENTIALITYAGREEMENT.doc

1、CONFIDENTIALITY AGREEMENTofTHIS AGREEMENT made this(Month) , 20(Year).thdayBETWEEN:inCompany Name , a company having an officeCity,Country(hereinafter called“ Disclosing Part ) ”- and -Company Name , a company having an office inCity, Country(hereinaftercalled“ Recipient ”)WHEREAS in connection with

2、 discussions relatedto the Recipient has indicated an interest in analyzing and assessing the Disclosing Party interests in certain lands held byDisclosing Party within the area described in “ ScheduleA ” hereto (the “ Assets; ”)andWHEREAS the Recipient wishes to obtain certain Confidential Informat

3、ion, as defined in paragraph 1(a), from the Disclosing Party, and the Disclosing Party is prepared to disclose such Confidential Information to the Recipient upon the terms and conditions containedherein (the “ Confidentiality Agreement ” )in order to enable the Recipient to consider and evaluate th

4、e Confidential Information for the sole purpose of assessing a potential transaction with respect to a portionof the Disclosing Party interest in the Assets (the “ Potential Transaction ; ”)NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the Recipient being provided with Confidentia

5、l Information to assess the Potential Transaction and in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto agree as follows:1.NON-DISCLOSUREANDPROTECTIONCONFIDENTIALINFORMATIONOF(1) All information disclosed to or acquired by the Recipient on

6、orsubsequent to the date of execution of this Confidentiality Agreement by the Recipient, and whether oral or written, or received through electronic transmission, observation, meetings or otherwise, from the Disclosing Party with respect to or pertaining to the Assets, the Potential Transaction or

7、to the business and affairs of the Disclosing Party inconnection therewith (the “ Confidential Information ”shall) be considered proprietary in nature and shall be held in strict confidence by the Recipient at all times and shall not, without the Disclosing Party prior written consent, be disclosed

8、directly or indirectly to any other person, firm or corporation, or used by the Recipient for any purpose other than its evaluation of the Potential Transaction. Such Confidential Information includes, but shall not be limited to, financial results, marketing materials, budget information, geologica

9、l, geophysical, geochemical, transportation, processing, engineering and environmental information, production data, evaluations, projections, patents, trade secrets, interpretations, analyses, maps, land schedules, documents of title, materials relating to title matters and other documentation (whe

10、ther prepared by Disclosing Party or its representatitives or other persons) made available to Recipient in any confidential informationmemorandum, data books, data rooms, presentations or websites. Such Confidential Information shall also include all reports, analyses, notes or other information (i

11、ncluding those prepared by Recipient or its representatives) that are based on, contain or reflect any Confidential Information.(2) The Recipient shall be at liberty to disclose the ConfidentialInformation, but shall in any event restrict the disclosure of such Confidential Information, to only such

12、 directors, officers and employees of the Recipient, any of Recipients Affiliates, and to any of the Recipients consultants and advisors, who need to know or need to have access to the Confidential Information for the purposes described herein(the “ Appropriate Personnel ”The).Recipient shallrequire

13、theAppropriatePersonnelto hold theConfidentialInformationinconfidence and shall be responsible hereunder for compliance by suchpersons withthis ConfidentialityAgreementwithrespecttoConfidential Informationdisclosed tothem by or on behalf oftheRecipient. For the purposes of this Confidentiality Agree

14、ment“means any corporation or partnership that, directly or indirectly, controlsor is controlled by the party, or is controlled by the same corporation orother person who controls the party, for which purposes“ controlcorporation means the ability to elect a majority of its board of directorsand “ c

15、ontrol ”artnershipofp means the ability to exercise a majority of its voting rights on business decisions.(3) The Recipient and Disclosing Party shall not disclose to anyperson the fact that any negotiations or discussions are taking place concerning a possible transaction between the Recipient and

16、the Disclosing Party or that the Recipient has received the Confidential Information.(4) The Recipient shall be bound by and observe all of theprovisions of any confidentiality agreement (once advised by the Disclosing Party of the existence thereof) with other parties pursuant to which the Disclosi

17、ng Party has acquired any portion of the Confidential Information or that are applicable to disclosure by the Disclosing Party of any of the Confidential Information to the Recipient.(5) The Recipient understands that neither this Confidentiality Agreement nor the disclosure of any Confidential Info

18、rmation to Recipient shall be construed as granting to it or any of its representatives any license or rights in respect of any part of the(6) In the event that the Recipient is required to disclose any of the Confidential Information to or by any governmental agency, tribunal or other entity by due

19、 legal process or by a stock exchange onwhich Recipients securities are listed, then the Recipient shall provide the Disclosing Party with immediate notice of such requirement in order that the Disclosing Party may seek an appropriate remedy or waive, in whole or in part, the terms of this Confident

20、iality Agreement, in which case the Recipient shall disclose only that Confidential Information which it is advised by written opinion of counsel is required to satisfy such requirements. A copy of such written opinion of counsel shall, at the request of the Disclosing Party, be furnished to the Dis

21、closing Party prior to such disclosure. Recipient shall cooperate fully with the Disclosing Party on a reasonable basis in any attempt by the Disclosing Party to obtain a protective order or other remedy.2. LIMITATIONNotwithstanding the provisions contained in paragraph 1 hereof, the Confidential In

22、formation shall not include any information or knowledge which:(1) was in the public knowledge or was generally known in the business community at the time of disclosure;(2) becomes part of the public knowledge or was generally known in the business community after the time of disclosure throughno b

23、reach of the Recipient s obligations hereunder;(3) as shown by written records, was already in the possession of the Recipient at the time of disclosure in the absence of a duty of confidence to the Disclosing Party; or(4) as shown by written records, is disclosed to the Recipient by a third party i

24、n the absence of a duty of confidence after the time of the disclosure and where such third party is not under any duty of confidence to the Disclosing Party.3. WAIVERIt is expressly acknowledged and agreed that the Disclosing Party makes no express or implied warranties or representations directly

25、or indirectly to the Recipient of any of the Confidential Information as to the accuracy or completeness of the Confidential Information contained therein. Neither the Disclosing Party nor any of its directors, officers, employees, agents, consultants or representatives shall have any liability to t

26、he Recipient or any other recipients of the Confidential Information arising out of the use of the Confidential Information, it being understood that only those particular representations and warranties that may be made to the Recipient in a definitive agreement respecting the Potential Transaction,

27、 when, as and if executed, and subject to such limitations and restrictions as may be specified therein, shall have any legal effect.4. EQUITABLE REMEDIESThe Recipient acknowledges and agrees that, in the event of a breach or threatened breach of this Confidentiality Agreement, the Disclosing Party

28、will suffer irreparable harm for which money damages would not be an adequate remedy, and accordingly, the Disclosing Party shall be entitled to equitable relief, including injunction and specific performance, subject to the jurisdiction of the courts and in addition to all other remedies available

29、in law or in equity. No failure or delay by the Disclosing Party in exercising any of its rights or pursuing any remedies available to the Disclosing Party hereunder or at law or in equity shall in any way constitute a waiver or prohibition of such rights and remedies in the event of a breach of thi

30、s Confidentiality Agreement or any agreement entered into in furtherance hereof.5. INDEMNITYThe Recipient hereby agrees to be liable for and indemnify Disclosing Party for all actions, claims, damages, losses, expenses and costs (including legal fees on a solicitor and client basis) which the Disclo

31、sing Party and its respective directors, officers and employees, or any of them, may sustain, incur or become liable for as a result of any breach of this Confidentiality Agreement by the Recipient, or its directors, officers, employees, affiliates, consultants and advisors, and this provision shall

32、 continue in full force and effect and be applicableregardless of whether any directors, officers, employees, consultants or advisors who have caused or contributed to such breach cease to be employed or engaged by the Recipient.6. RETURN AND DESTRUCTION OF CONFIDENTIAL INFORMATIONThe Confidential I

33、nformation shall remain the property of the Disclosing Party, and the Recipient agrees, upon the written demand of the Disclosing Party, to return to the Disclosing Party all Confidential Information which has been provided by the Disclosing Party and to destroy all analyses, studies, compilations,

34、copies, extracts, reproductions, computer data, memoranda, notes and other writings prepared by the Recipient based on or containing any of the Confidential Information, without retaining any copies thereof. Within thirty (30) days of receipt of such written demand, the return and destruction of all

35、 documentation containing Confidential Information shall be certified in writing to the satisfaction of the Disclosing Party by an authorized officer of the Recipient supervising such return and destruction. Notwithstanding the foregoing, Recipient shall be entitled to retain, for corporate governan

36、ce purposes, a copy of any approvals presentation made to its Board of Directors which containsConfidential Information. Furthermore, Recipient s computer systemmay automatically back up Confidential Information disclosed underthis agreement. To the extent that such computer back-up procedures creat

37、e copies of the Confidential Information, the Recipient may retain such copies in its archival or back-up computer system for the period Recipient normally archives backed-up computer records, which copies shall remain subject to the provisions of this Confidentiality Agreement until the same are de

38、stroyed, and shall not be accessed during such period of archival or back-up storage other than as might be required by this agreement. Notwithstanding the return or destruction of Confidential Information and notes, Recipient shall continue to be bound by its obligations of confidentiality hereunde

39、r.7. NON-EXCLUSIVITYRecipient acknowledges that the Disclosing Party will be making this opportunity regarding the Potential Transaction available to other interested parties, and therefore this disclosure by Disclosing Party shall not be considered in any way to be an exclusive offer. It is underst

40、ood that this disclosure and the opportunity associated with it may be withdrawn by Disclosing Party without prior notice. Disclosing Party reserves the right to accept or reject any offer regarding the Potential Transaction. Nothing in this agreement will require any of the parties to continue any

41、discussions or enter into an agreement in connection with the Potential Transaction or compel Disclosing Party to furnish information to Recipient.8. PUBLIC ANNOUNCEMENTS AND OFFERINGSEach party and its respective directors, officers and employees will not, without the prior written consent of the o

42、ther party, make any statement, public announcement or release to the press, or to any trade publications or to any competitors, customers or other third parties (except such third parties as are involved with the Recipient in the assessment of the Potential Transaction) in respect of the Potential

43、Transaction. Upon first obtaining the written consent of the Disclosing Party, the Recipient may disclose the Confidential Information, to the extent reasonably necessary, to prospective lending institutions, equity participants, or to any other persons in connection with the issuance by the Recipie

44、nt of a prospectus, offering memorandum, information circular or other document or instrument pursuant to any securities legislation or otherwise in connection with the Potential Transaction; provided however, that the content of the portions or excerpts of such documentation that includes or contai

45、ns references to either the Disclosing Party or the Confidential Information shall be subject to review and approval by the Disclosing Party prior to its release or issuance and provided further that if any reference to the Disclosing Party is contained in any documentation prepared or issued by or

46、on behalf of the Recipient relating thereto, such documentation shall expressly contain a provision negating the existence of anyrepresentations and warranties, express or implied, by or on behalf of the Disclosing Party and stating that the Recipient is responsible for and assumes all liability for

47、 the accuracy and completeness of any and all of the Confidential Information therein provided or in any way described.9. REQUESTS FOR CONFIDENTIAL INFORMATIONAll requests for Confidential Information from the Recipient willbe directed to the Disclosing Party s designated representative orrepresenta

48、tives for that purpose (who may be designated orally), andthe Recipient will not request Confidential Information from any other employees or representatives of the Disclosing Party.10. NOTICESAll notices, requests, demands or other communications required or permitted to be made or given in connect

49、ion with this Confidentiality Agreement shall be in writing and shall be mailed by first class mail, postage prepaid, or personally delivered (including facsimile or other electronic transmission). All notices, communications and demands shall be mailed or delivered:if to Disclosing Party addressed

50、as follows:CompanyName:Address:Address:Country:Attention:PersonTelephone:FaxNo:E-Mail:if to Recipient addressed as follows:Company Name:Address:Address:Country :Attention:TitleTelephone:PersonFaxNo:E-Mail:and shall be considered given, if delivered, when delivered, and if mailed, on the third busine

51、ss day following the date of mailing (except days upon which the postal service in Canada is interrupted).11. SURVIVAL OF OBLIGATIONSThe obligation of confidentiality imposed hereunder shall be deemed to be a continuing obligation and this Confidentiality Agreement shall remain in effect for a perio

52、d of two (2) years from the date first above written.12. GOVERNING LAWThis Confidentiality Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the parties attorn to the exclusive jurisdiction of the courts of Alberta,excepting those choice of law r

53、ules that would refer the matter to the laws of another jurisdiction.13. ENUREMENTThis Confidentiality Agreement shall enure to the benefit of and be binding upon the parties and their respective successors, and shall also enure to the benefit of any joint owner of the Confidential Information and a

54、ny other party who has furnished any portion of the Confidential Information to the Disclosing Party pursuant to an agreement. The Recipient may only assign this Confidentiality Agreement to an Affiliate upon written notice to Disclosing Party, provided, however, that Recipient shall remain liable f

55、or all obligations, whether expressed or implied, under this Confidentiality Agreement.14. ENTIRE AGREEMENTThis Confidentiality Agreement constitutes the entire agreement between the parties hereto and all previous proposals and communications relative to the subject matter of this Confidentiality A

56、greement, oral or written, are hereby superseded. There are no warranties, representations, terms, conditions, collateral agreements, express or implied with respect to the subject matter hereof, other than as expressly set forth in this Confidentiality Agreement.15. RESTRICTION ON USEReceiving Party and any Affiliate and any other perso