Copyright Envision Corporation. 2002. All rights reserved.

Protected by the copyright laws of the United States & Canada and by nternational treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

CONSULTANT NON-DISCLOSURE AGREEMENT

!his $on0%isclos1re Agree2ent 34Agree2ent45 is 2ade and effective this 6%A!E7+ Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/. Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States and Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" AU!(.A! CA""' *E SUE% $ A C(U&! (, "A/. BETWEEN: [CONSULTANT NAME] 3the 4Cons1ltant45+ a corporation organi8ed and e9isting 1nder the laws of the 6S!A!E:P&(- $CE7+ with its head office located at;

AND:

[COMPANY NAME] 3the 4Co2pany45+ a corporation organi8ed and e9isting 1nder the laws of the 6S!A!E:P&(- $CE7+ with its head office located at;

/)E&EAS+ Cons1ltant has been or will be engaged in the perfor2ance of wor< on the Co2pany=s Syste2 3the 4Syste245> and in connection therewith will be given access to certain confidential and proprietary infor2ation> and /)E&EAS+ Cons1ltant and Co2pany wish to evidence by this agree2ent the 2anner in which said confidential and proprietary 2aterial will be treated.

$(/+ !)E&E,(&E+ it is agreed as follows;

$on0%isclos1re Agree2ent

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 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by nternational treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

0. PROPRIETARY INFORMATION
Cons1ltant ac<nowledges that the Syste2+ the so1rce code+ obAect code and all Syste2 doc12entation relating thereto 34Proprietary nfor2ation45 are confidential and proprietary to the Co2pany> and Cons1ltant agrees to 1se reasonable care 3the sa2e being not less than that e2ployed to protect Cons1ltant=s own proprietary infor2ation5 to safeg1ard the Proprietary nfor2ation and to prevent the 1na1thori8ed 1se or disclos1re thereof.

2. NON-DISCLOSURE
Cons1ltant shall disclose or give access to Proprietary nfor2ation only to s1ch Cons1ltant=s e2ployees+ agents or contractors 34Cons1ltant Personnel45 having a need0to0<now in connection with Cons1ltant=s engage2ent and for 1se in connection therewith. Cons1ltant will advise Cons1ltant Personnel having access to Proprietary nfor2ation of the confidential and proprietary nat1re thereof.

1. COPIES
Any copies or reprod1ctions of the Proprietary nfor2ation shall bear the copyright or proprietary notices contained in the original.

2. TERMINATION
Cons1ltant shall+ 1pon co2pletion of the tas<s assigned to Cons1ltant+ 1pon ter2ination of Cons1ltant=s engage2ent with respect to the Syste2+ or 1pon de2and+ whichever is earliest+ ret1rn any and all Proprietary nfor2ation 3incl1ding any copies or reprod1ctions thereof in its possession or control.

3. UNAUTHORIZED USE
Cons1ltant shall pro2ptly advise Co2pany in writing if it learns of any 1na1thori8ed 1se or disclos1re of Proprietary nfor2ation by any Cons1ltant Personnel or for2er Cons1ltant Personnel.

4. WORK PRODUCT
Cons1ltant shall have no proprietary interest in the wor< prod1ct developed by cons1ltant d1ring the co1rse of its engage2ent and e9pressly assigns all rights to copyrights+ patents+ trade secrets or other proprietary rights to the Co2pany.

5. INDEMNIFICATION
Cons1ltant+ at its own e9pense+ shall defend+ inde2nify and hold har2less Co2pany+ its licensees+ e2ployees and agents+ fro2 any clai2+ de2and+ ca1se of action+ debt or liability 3incl1ding attorneys= fees5 to the e9tent it is based on a clai2 that Cons1ltant Personnel in the co1rse of their engage2ent on the Syste2 infringed or violated the patent+ copyright+ license or other proprietary right of a third party+ provided Cons1ltant is notified pro2ptly of s1ch clai2 and provided that s1ch clai2 is not based 1pon the Proprietary nfor2ation. Co2pany 2ay+ at its e9pense+ assist in s1ch defense if it chooses. Cons1ltant shall have the right to control the defense in any s1ch action and to enter into a stip1lation of $on0%isclos1re Agree2ent Page 2 of @

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by nternational treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

discontin1ance and settle2ent of s1ch clai2 in its discretion. n addition+ in the event that any s1ch Cons1ltant perfor2ance is held to constit1te an infringe2ent and its 1se is or 2ay be enAoined+ Cons1ltant shall+ at its option+ 3?5 2odify the infringing progra2 coding at its own e9pense so that it is non0infringing> or 325 proc1re for Co2pany the right to 1se and license the 1se of the infringing progra2 coding.

6. INJUNCTIVE RELIEF
Cons1ltant ac<nowledges that the 1se or disclos1re of the Proprietary nfor2ation in a 2anner inconsistent with this agree2ent will ca1se Co2pany irreparable da2age+ and that Co2pany shall have the right to eB1itable and inA1nctive relief to prevent the 1na1thori8ed 1se or disclos1re+ and to s1ch da2ages as are occasioned by s1ch 1na1thori8ed 1se or disclos1re.

7. COMPLIANCE WITH LAW

!he Cons1ltant agrees to abide by all federal+ state+ and local laws+ ordinances and reg1lations of the State of 6S!A!E:P&(- $CE7.

$ / !$ESS /)E&E(,+ the parties hereto have e9ec1ted this Agree2ent as of the day and year first above written. C(.PA$' C($SU"!A$!

A1thori8ed Signat1re

A1thori8ed Signat1re

Print $a2e and !itle

Print $a2e and !itle

$on0%isclos1re Agree2ent

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