Sample Non Disclosure Agreement

CONFIDENTIALITY AGREEMENT

BETWEEN:Northern Crown Capital Inc.

AND:ABC Company

Street Address

City, Province / State

Postal / Zip Code

Attention:

Contact Name

Tel: (xxx) xxx-xxxx

RE:ABC Company

(the “Company”)

Northern Crown Capital Inc. (“ NCCI”) has requested certain information (the “Information”) concerning the Company, which the Company considers valuable and confidential. As a condition of the Company furnishing NCCI with such information, NCCI hereby acknowledges and agrees that any and all written or oral information now or hereafter furnished to them concerning the Company, is confidential and that the Company’s business and operations could be damaged if any of the Information is disclosed to third parties.

NCC I agrees that such Information:

shall be kept confidential by NCCI and will not be disclosed, divulged or provided to any person without the Company’s prior written consent; provided however, that such Information may be disclosed:

(i) to the smallest practicable number of NCCI’s directors, officers, and employees, if any, who need to know such Information;

(ii) if such disclosure is required by law;

shall not be used by NCCI, and NCCI shall not permit the use of such Information, in a manner or for a purpose detrimental to the Company;

shall not be deemed to include information which:


is public knowledge or becomes generally available to the public other than as a result of disclosure by the Company;



(b) becomes available to NCCI on a non-confidential basis, from a source who is not bound by a Confidentiality Agreement with the Company, and is in NCCI’s possession prior to disclosure by the Company.

In the event that discussions relating to this evaluation cease for any reason whatsoever, NCCI shall, within three (3) days of receipt of written notice by the Company promptly deliver to the Company and shall not retain, or permit its directors, officers, or employees to retain, any and all originals, copies, or extracts from the documents containing the Information.

It is understood and agreed that, in the event of any breach or threatened breach of the terms hereof, the Company shall be entitled to equitable relief, in addition to any other remedies which may be available to it, in any court of competent jurisdiction.

NCC I hereby acknowledges and agrees that the Company makes no representation or warranty, express or implied, as to the accuracy or completeness of the Information, and that the Company shall have no liability as a result of NCCI’s use of, or reliance upon the Information.

Acceptance of this Agreement by NCCI and the Company, and the terms set forth above shall be evidenced by the countersigning of this letter, and returning a copy of same to the parties.

Dated at City, Province / State this day of , 2005.

Northern Crown Capital Inc.

_________________________

Partner

ABC Company

_________________________

Contact Name

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