TWO-WAY NON-DISCLOSURE AGREEMENT

      TWO-WAY NON-DISCLOSURE AGREEMENT

      This Agreement made, as of the ______ day of _____________, 20____. In order to protect certain confidential information,

      Of 

      Istockhomes, a company duly incorporated under the laws of the Province of British Columbia, having its principal place of business at 1625 Venlaw Road, Nanaimo B.C. V9S-1J3

      And 

      __________________________________________, with its principal operations 

      at ___________________________________________________________________,

      (Collectively referred to herein as the “Parties”) The Parties agree that:

      1. Disclosure of Confidential Information: As part of the business discussions between the Parties, the Parties will be discussing and exchanging confidential and proprietary information with each other.
      2. Description of the parties: For the purposes of this Agreement, the party disclosing the confidential information shall be the discloser (“Discloser”); the party receiving the confidential information shall be the recipient (“Recipient”).
      3. Ownership of Confidential Information: The Discloser of confidential information shall remain the exclusive owner of the confidential information and materials being disclosed under this Agreement. No provision of this Agreement or action on the part of the Discloser shall be construed as a transfer of any right, title, or interest in the confidential information.
      4. Definition of Confidential Information: The confidential information (“Confidential Information”) disclosed under this Agreement whether the Confidential Information is disclosed in whole or in part, in any form, whether or not in writing and whether or not it is labeled or identified as confidential or proprietary information, is defined as:

      Istockhomes, business affairs and prospects, financial circumstances and information, technical information, trade secrets and intellectual property, including but not limited to all software applications, source code, routines, subroutines, writings, literary works, training curricula, graphics design, logos, videos, business processes, business methods, know-how, designs, drawings, computer programs, and financial, business, commercial or technical information in any form, written materials, data bases, plans, diagrams, drawings, models, digital images, scanned files and other things which you may conceive, develop or contribute to or reduce to practice as a result of any relationships including contractual, written or oral between you and the Company as a Shareholder and without limiting the generality of the foregoing digitizing, reproducing and marketing artwork for visual artists via a web- based system that includes but is not limited to an online community portal and Art Screens (“Confidential Information”).

      1. Use of Confidential Information: The Recipient receiving Confidential Information shall keep the Confidential Information in confidence and only provide it to its employees, agents or sub-contractors on a need-to-know basis and is strictly prohibited from disclosing such Confidential Information to any third party for any reason whatsoever without the express written consent of the Discloser. The Recipient’s employees, agents or subcontractors are bound to the terms and conditions of this Agreement regarding their use of the Confidential Information. The Recipient shall make use of the Confidential Information for the sole purpose of assessing and participating in the business discussion.
      2. Confidentiality Period: The Recipient’s duty to hold Confidential Information in trust and confidence begins with the disclosure of the Confidential Information and continues until such time as the Confidential Information is publicly disclosed and survives the termination of this Agreement.
      3. Standard of Care: The Recipient shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized dissemination or publication of the Confidential Information as the Recipient uses to protect its own confidential information of a like nature. The Recipient agrees to notify the Discloser immediately upon becoming aware of any unauthorized disclosure of the Confidential Information.
      4. Exclusions: This Agreement imposes no obligations upon the Recipient with respect to information that: (a) was in the Recipient’s possession before receipt from Discloser; (b) is or becomes a matter of public knowledge through no fault of the Recipient; (c) is rightfully received by the Recipient from a third party without a duty of confidentiality; (d) is disclosed by the Discloser to a third party without a duty of confidentiality; (e) is independently developed by the Recipient; (f) is disclosed under operation of law; or (g) is disclosed by the Recipient with the Discloser’s prior written approval.
      5. Warranty: Each Discloser warrants that it has the right to make the disclosures under this Agreement. NO OTHER WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT AND ABC SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION EXCHANGED UNDER THIS AGREEMENT IS PROVIDED “AS IS”.
      6. Limitation of Liability: The Disclosers shall in no event be liable for any loss of profits, be they direct, consequential, incidental, or special or other similar or like damages arising from any defect or problem arising from the use of the Confidential Information by the Recipient. The Recipient hereby agrees to indemnify the Discloser against any and all claims arising from using the Confidential Information, including legal fees and disbursements.
      7. Rights: Neither party acquires any rights, title, interests or intellectual property rights regarding the Confidential Information under this Agreement, except the limited rights necessary to carry out the purposes set forth in paragraph 5.
      8. Breach: Due to the special character of the Confidential Information, a breach of any obligations under this Agreement would be so injurious to the Discloser that monetary damages would not be an adequate remedy. In the event of a breach or a threatened breach of any term of this Agreement by the Recipient, the Discloser shall, in addition to and not in substitution for any other remedy at any time available to it in respect of such breach or threatened breach, be entitled to injunctive relief that restrains the Recipient, its employees, agents or subcontractors from committing or continuing such breach, without showing or providing any actual or threatened damage to the Discloser notwithstanding any rule of law or equity to the contrary. In the event of a breach or threatened breach, the Recipient shall return all confidential information disclosed or warrant that such Confidential Information has been destroyed.

      General 13. This Agreement imposes no obligation on either party to purchase, sell, license, transfer or otherwise dispose of any

      technology, services or products.

      1. The Recipient shall adhere to all applicable laws, regulations and rules relating to the export of technical data 
      2. This Agreement does not create any agency or partnership relationship.
      3. This Agreement is the entire agreement between the parties hereto relating to the subject matter hereof. All additions or modifications to this Agreement must be made in writing and must be signed by both parties. This Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties.
      4. This Agreement is made and shall be construed according to the laws of the Province of British Columbia, Canada.
      5. The parties may not assign the rights and obligations under this Agreement to any other party.
      6. This Agreement terminates upon completion of the purpose as set out in 5. Upon termination of this Agreement, the Recipient shall return to the Discloser all Confidential Information in whatever form or media the Confidential Information is contained therein without keeping copies or provide a written certificate declaring that all such materials have been destroyed.

      IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date set forth as written above.

      Istockhomes Marketing Ltd.

      ________________________________________-[insert name of other party]

      (authorized signature)                                             (authorized signature)

      (printed name and title)                                          (printed name and title)