This Agreement between WebCC Inc. ("WebCC") and the undersigned Participant is effective on __________________ [date] or the date Confidential Information is first exchanged, whichever first occurs ("Effective Date"). In connection with exploring and/or conducting a possible business opportunity or in furtherance of an existing business relationship, the parties desire that any Confidential Information disclosed between them be treated as confidential in accordance with the terms and conditions of this Agreement.

"Confidential Information" shall mean (a) the existence or content of the business opportunity or relationship between the parties; and/or (b) the confidential, proprietary and/or trade secret information of either party, including without limitation technical data and/or know-how, which is identified as confidential in accordance with Section 3, regardless of its subject matter.

 1. Obligations and Duty of Care. The receiving party agrees not to disclose the disclosing party's Confidential Information for five (5) years from the date of disclosure, except for source code, which shall be protected in perpetuity (the 'Nondisclosure Period"). During the Nondisclosure Period, the receiving party may use the Confidential Information of the disclosing party only in furtherance and within the context of the business opportunity or relationship between the parties and for no other purpose whatsoever. The receiving party agrees to use the same degree of care, but no less than a reasonable degree of care, to prevent unauthorized disclosure of the disclosing party's Confidential Information as the receiving party uses to protect the confidentiality of its own information of a similar nature. The receiving party may not disclose or make copies of Confidential Information except to or for those persons who have a demonstrable need to know, and who, before receipt, have signed an agreement which gives effect to and protects the disclosing party's rights hereunder. Any authorized copies made by the receiving party shall be identified as belonging to the disclosing party and marked "Confidential," "Proprietary," or similarly. Neither party has any obligation to disclose Confidential Information to the other, and all Confidential Information so disclosed and all copies thereof are and shall remain the property of the disclosing party. The receiving party shall immediately notily the disclosing party in writing of any misuse or misappropriation of the Confidential Information of the disclosing party of which the receiving party becomes aware.

 2. Exceptions to Duty of Care. The obligations imposed herein do not apply to information which the receiving party can prove: (i) is already lawfully in the possession of or known by the receiving party without any limitation on use or disclosure prior to receipt of such information from the disclosing party; (ii) is or becomes publicly known through no violation of this Agreement; (iii) is lawfully received by the receiving party from any third party without restriction on disclosure or use; (iv) is independently developed without violating this Agreement by the receiving party's employees who have not relied upon any of the disclosing party's Confidential Information; (v) is required to be disclosed by legal process or governmental order following notice sufficient to allow the disclosing party to contest such order; or (vi) is expressly approved in writing, by the disclosing party's authorized representative, for release or other use by the receiving party.

 3. Markings/Legends. The receiving party's obligations extend only to the disclosing party's Confidential Information which is either (i) in written, printed, electronic or other tangible form, and clearly and conspicuously marked by the disclosing party with the word "Confidential" or otherwise indicating its confidential nature, or (ii) disclosed orally or visually and identified as Confidential Information at the time of disclosure and thereafter confirmed in a written memorandum directed to the receiving party within thirty (30) days following such disclosure. The disclosing party shall mark any such memorandum in the same manner as described above.

 4. Remedies. The prevailing party in any legal action or arbitration arising out of or related to this Agreement shall be entitled to reimbursement of its costs incurred in such proceeding, including reasonable attorneys' fees and court costs. Injunctive relief shall be available to remedy any breach or potential breach hereof.

 5. Termination. Survival and Duty to Return. Either party may terminate this Agreement upon ten (10) calendar days' written notice to the other at any time with or without cause; provided, however, that during the Nondisclosure Period applicable to each item of Confidential Information disclosed, all provisions of this Agreement and all obligations of confidentiality shall survive and continue to bind all persons in receipt of or having access to Confidential Information. Upon termination of this Agreement, receiving party shall promptly return all Confidential Information and all copies thereof, unless otherwise instructed by disclosing party.

 6. General Provisions,  (i) This Agreement shall not create ajoint venture, partnership, agency or other form of association, or an express or implied license grant by either party to the other under any patent, trademark, copyright, trade secret or other intellectual property right, except to the extent set forth in Section 1 above, (ii) INFORMATION EXCHANGED HEREUNDER IS PROVIDED ON AN "AS IS" BASIS WITH NO EXPRESS OR IMPLIED WARRANTIES, except that the disclosing party warrants that it has the right to disclose such information and both parties warrant that the person signing this Agreement has the authority to do so.  Neither party assumes any responsibility whatsoever with respect to the accuracy or sufficiency of such information, (iii) This Agreement shall not be assignable or transferable, in whole or in part, by either party without the prior written consent of the other party, except for assignment occurring as a result of merger, acquisition or other corporate reorganization, and it shall bind and inure to the benefit of the parties' respective successors or permitted assignees, (iv) This Agreement shall be governed, adjudicated, interpreted and enforced in accordance with the applicable laws of the Province of Ontario and Canada without regard to conflict of laws provisions. The parties hereby explicitly consent to exclusive jurisdiction and venue in the Ontario Provincial Court of Canada. Each party shall comply with all export laws and restrictions, (v) Neither party has any obligation by virtue of this Agreement to proceed with any contemplated transaction between the parties, (vi) This Agreement contains the entire agreement of the parties relating to the subject matter hereof. All modifications to this Agreement must be in writing and signed by both parties, (vii) The invalidity of any provision hereof shall not affect any remaining provisions, (viii) The failure of either party to enforce any right resulting from a breach by the other party of any provision of this Agreement shall not be deemed a waiver of any right relating to a subsequent breach of such provision (or any other provision) or of any other right hereunder.