CONSULTANT NON-DISCLOSURE AGREEMENT

. This Non-Disclosure Agreement ("Agreement") is made and effective this [DATE],


BETWEEN: [CONSULTANT NAME] (the "Consultant"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:


AND: [COMPANY NAME] (the "Company"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:


WHEREAS, Consultant has been or will be engaged in the performance of work on the Company's System (the "System"); and in connection therewith will be given access to certain confidential and proprietary information; and

WHEREAS, Consultant and Company wish to evidence by this agreement the manner in which said confidential and proprietary material will be treated.


NOW, THEREFORE, it is agreed as follows:


1. PROPRIETARY INFORMATION

Consultant acknowledges that the System, the source code, object code and all System documentation relating thereto ("Proprietary Information") are confidential and proprietary to the Company; and Consultant agrees to use reasonable care (the same being not less than that employed to protect Consultant's own proprietary information) to safeguard the Proprietary Information and to prevent the unauthorized use or disclosure thereof.


2. NON-DISCLOSURE

Consultant shall disclose or give access to Proprietary Information only to such Consultant's employees, agents or contractors ("Consultant Personnel") having a need-to-know in connection with Consultant's engagement and for use in connection therewith. Consultant will advise Consultant Personnel having access to Proprietary Information of the confidential and proprietary nature thereof.

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CONSULTANT NON-DISCLOSURE AGREEMENT