This is a legal agreement B E T W E E N (the Organization or Individual name entered, hereafter called "the Reviewer")

OF THE FIRST PART
- and -
HELP ON BOARD Inc. (hereinafter called the “Owner”)

OF THE SECOND PART

WHEREAS the Reviewer will be receiving confidential information respecting a concept created and developed by the Owner in order to assist the Reviewer in considering the merits thereof and the prospects for a business relationship with the Owner;

AND

WHEREAS for greater certainty the parties hereto wish to set out their agreement with respect to non-disclosure by the Reviewer;

NOW

THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration it is hereby agreed as follows:

1.a)The Reviewer acknowledges that the Owner will be providing confidential and other proprietary information to the Reviewer and will be entrusting to the Reviewer such confidential and proprietary information and trade secrets relating to the present and contemplated services, techniques and modes of merchandising and marketing procedures, revenue models and various fees structures and all compensation arrangements, sponsorship pricing architectures, any and all concepts and techniques surrounding a fundraising program that involves an “opoly” style game and all intellectual property contained in the “Information Guide” (the rights to which are owned by the Owner), the disclosure of any of the Confidential Information and trade secrets by the Reviewer to competitors of the Owner or to the general public or the unauthorized use thereof by the Reviewer or any of its affiliates or associates, may be detrimental to the best interests of the Owner. The Reviewer acknowledges and agrees that the right to maintain the confidentiality of the Confidential Information, and the right to preserve the goodwill thereof, constitute proprietary rights, which the Owner is entitled to protect.

(b) Accordingly, the Reviewer covenants and agrees with the Owner that it or its representatives will not at any time hereafter disclose the Confidential Information to any other person nor shall it use the same without the Owner's prior authorization for any purpose(s) other than for the purpose of evaluating the feasibility of the concept contemplated in the Confidential Information, provided, however, that the foregoing shall not apply to any Confidential Information or trade secrets which are or become known to the public or to the competitors of the Owner otherwise than by a breach of this agreement by the Reviewer. Moreover, the Reviewer agrees to reveal the Confidential Information only to its representatives who need to know the Confidential Information for the purpose of evaluating the concept described above, who are informed by the Reviewer of the confidential nature of the Confidential Information and who agree in an enforceable manner to act in accordance with the terms and conditions of this agreement as if a party hereto.

(c) The Reviewer shall keep a record of the written or tangible or electronically recorded Confidential Information furnished to it and of the location thereof. All originals and copies of the Confidential Information, except for that portion of the Confidential Information which consists of analyses, compilations, forecasts, studies or other documents prepared by the Reviewer (the "Analytical Documents") will be returned to the Owner and the Analytical Documents shall be destroyed upon the request of the Owner, such destruction to be confirmed by the Reviewer in writing and any Confidential Information not returned or destroyed shall continue to be subject to the terms of this agreement.

2. The Reviewer acknowledges and agrees that its breach of its covenants contained herein will cause incalculable damage and irreparable harm to the Owner and accordingly, the Owner may seek injunctive relief in addition to damages and his other legal remedies available in the circumstances and that such legal recourses are reasonable in the circumstances.

3. This agreement shall be deemed to have been made in and shall be construed in accordance with the laws of the Province of Ontario and for the purposes of all legal proceedings, this agreement shall be deemed to have been performed in Ontario and the Ontario courts shall have jurisdiction to entertain any action arising under this agreement; provided always that nothing herein contained shall prevent the Owner from proceeding at his election against the Reviewer in the courts of any other province or country.

4. The provisions hereof, where the context permits, shall ensure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors, assigns and legal personal representatives.

5. The Reviewer acknowledges that:

(a) it has had sufficient time to review this agreement thoroughly; and
(b) it has been given an opportunity to obtain legal advice concerning the interpretation and effect of this agreement.