CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement ("Agreement") is made effective this ●
BETWEEN:
●
a corporation amalgamated under the laws of the
Province of ●
(hereinafter called the "Disclosing Party")
AND
●
a corporation incorporated under the laws of
the Province of ●
(hereinafter called the "Receiving Party")
WHEREAS the Receiving Party has expressed a desire to receive certain confidential technical data and information now in the possession of and proprietary to the Disclosing Party related to its ownership of certain mining leases, exploration licenses and mining claims, or interests in properties in the ● of ●, in an area referred to as●, as more particularly described in Schedule “A” attached hereto and shown on the map attached hereto as Schedule “B” (the "Property"), for use in evaluating a potential transaction involving the Disclosing Party (the “Potential Transaction”);
AND WHEREAS the Disclosing Party is prepared to make available said confidential data and information;
AND WHEREAS for the purposes of future discussions between the parties, the Receiving Party agrees that any disclosures made or data provided to it concerning the Property by Disclosing Party shall be subject to the terms and conditions of this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the disclosure to it of data and information by the Disclosing Party, the Receiving Party hereby undertakes, covenants and agrees as follows:
1.DEFINITIONS
For purposes of this Agreement, the following definitions will apply:
(a)"Confidential Information" means any and all data, records, reports, drill hole logs, calculations, opinions, maps, charts, documents and other information whatsoever written or oral and whether or not noted thereon to be confidential pertaining to the Property provided to the Receiving Party or its Representatives by the Disclosing Party or its employees or other authorized Representatives and all summaries, extracts or copies therefrom and all notes, memoranda, studies or analyses based thereon;
(b)"Representative" means any director, officer, employee or agent of a party to this agreement.
2.COVENANTS OF RECEIVING PARTY
(a)The Receiving Party covenants and agrees that it shall receive, protect and maintain the Confidential Information in the strictest confidence. The Receiving Party agrees not to disclose the Confidential Information to any person for any reason whatsoever other than a limited number of Representatives of the Receiving Party who actually need to have the knowledge of the Confidential Information in order to enable the Receiving Party to evaluate the Property. The Receiving Party agrees that prior to disclosure of Confidential Information to any Representative, it will inform each Representative of the confidential nature of the Confidential Information and will require each Representative to agree to be bound by theterms of this Agreement to the same extent as if they were parties to it and to treat the Confidential Information as confidential.
(b)The Receiving Party agrees not to disclose to any third party the fact that the Confidential Information has been made available to it, or that discussions or negotiations are taking or may take place concerning a possible acquisition by it of an interest in all or part of the Property.
(c)In the event that no transaction is effected between the Receiving Party and the Disclosing Party or at the request of the Disclosing Party, the Receiving Party will promptly deliver to the Disclosing Party the Confidential Information without retaining any copy thereof. The return of the Confidential Information shall not affect the obligation of the Receiving Party to safeguard and preserve the confidentiality of the Confidential Information in accordance with this Agreement.
3.EXCEPTIONS
This Agreement does not apply to details of the Confidential Information which:
(a)are part of the public domain at the time they are acquired by the Receiving Party or its Representatives;
(b)are not acquired by the Receiving Party or its Representatives, either directly or indirectly, from the Disclosing Party or from a third party not in breach of such party's confidential obligations to the Disclosing Party;
(c)are made known to the Receiving Party or its Representatives without an obligation of confidentiality by a third party who did not acquire knowledge of the details, either directly or indirectly, under an obligation of confidentiality to the Disclosing Party;
(d)after they are made known to the Receiving Party or its Representatives, become part of the public domain through no fault, act or omission of the Receiving Party or any of its Representatives to which the Receiving Party has disclosed details of the Confidential Information;
(e)the Receiving Party can establish were known to it or in its possession prior to the date of disclosure of such details by the Disclosing Party.
4.NO REPRESENTATIONS OR WARRANTIES
The Disclosing Party does not make, and shall not be deemed to have made, directly or indirectly, any express or implied representation or warranty to the Receiving Party as to the accuracy or completeness of any of the Confidential Information given or delivered to the Receiving Party. The Disclosing Party shall not have any liability whatsoever to the Receiving Party or any other third party, directly or indirectly, arising out of the furnishing to the Receiving Party or the use made by the Receiving Party of the Confidential Information.
5.REMEDIES
Without limiting any remedies which Disclosing Party may otherwise have with respect to a breach of this Agreement or misuse of the Confidential Information disclosed hereunder, the Receiving Party agrees to indemnify and save the Disclosing Party harmless from, against and in respect of all claims, demands, costs, expenses, losses and liabilities suffered or incurred by the Disclosing Party as a result or in respect of any breach of the terms of this Agreement by the Receiving Party or by any of its Representatives.
6.ASSIGNMENT
This Agreement may not be assigned by the Receiving Party without the express written consent of the Disclosing Party.
7.DISPOSITION OF PROPERTY
The Disclosing Party reserves the right to sell or otherwise dispose of all or a part of the Property to any third party at any time. The Disclosing Party makes no representation as to the length of time that the Property or any part thereof will be available for acquisition. If any part of the Property is disposed of during the term of this Agreement, the provisions of Section 10 hereof shall thereupon cease to be operative.
8.TERM
The obligations and undertakings of the Receiving Party hereunder as to the Confidential Information shall extend for a period of one year from the date of this Agreement.
9.NO INTEREST
In no event shall the Receiving Party have or be deemed, by virtue of this Agreement, to have acquired any right or interest of any kind, in or to, the Confidential Information, or be subject to any commitment to enter into any further agreement on the subject matter of this Agreement. However, this Agreement establishes an obligation on the parties to negotiate in good faith a definitive agreement for the Potential Transaction.
10.AREA OF INTEREST
In consideration of the disclosure to the Receiving Party hereunder, the Receiving Party further covenants, undertakes and agrees that any mining properties or mineral interests which it, or any person or company affiliated with it stakes, purchases or otherwise acquires within the Area of Interest, which is [one] kilometer surrounding the properties listed and shown in Schedules A and B, other than properties held by third parties as of the effective date of this agreement, during a period of one year from the date of this Agreement, shall be offered to the Disclosing Party for the original direct acquisition cost. Forthwith upon so purchasing, staking or otherwise acquiring any such property or interest, the Receiving Party shall give notice thereof to the Disclosing Party, together with the details of the nature and direct costs of acquisition, and the Disclosing Party shall have a period of thirty (30) days within which to pay the Receiving Party its original direct acquisition cost and receive a full transfer of the property or interest from the said Party. If the Disclosing Party declines to acquire any such mining properties or mineral interests, such mining properties or mineral interests shall be the sole property of the Receiving Party and shall not thereafter be subject to the terms of this Agreement.
11.GOVERNING LAW
This Agreement shall be governed by the laws of Ontario, and the venue for any proceeding in respect of this Agreement shall be in Ontario.
12.NO FIDUCIARY RELATIONSHIP
Nothing in this Agreement shall create a fiduciary relationship between the Parties.
13.AMENDMENT
This Agreement may only be amended, modified or supplemented by a written agreement signed by both Parties hereto.
14.ENUREMENT
This Agreement shall enure to the benefit of and be binding upon each of the Parties hereto and upon their respective successors and permitted assigns.
15.AUTHORITY
Each Party represents and warrants to the other party that the execution and delivery of this Agreement has been duly authorized by all necessary corporate action of that Party and the individuals signing this Agreement on behalf of that Party are duly authorized to do so.
IN WITNESS WHEREOF, the parties have caused this Confidentiality Agreement to be executed by their duly authorized officers as of the date first written above.
●By:
Title:
By:
Title:
●
By:
Title:
By:
Title:
SCHEDULE A
To a Confidentiality Agreement made as of● between
●
And
●
List Claims
SCHEDULE B
To a Confidentiality Agreement made as of ● between
●
And
●
- 1 -