Confidentiality Agreement printable pdf download

CONFIDENTIALITY AGREEMENT

, 2016

(the “Potential Purchaser”)

Dear Sirs / Mesdames:

Re:

Your interest in purchasing the assets of Banks Island Gold Ltd. from FTI Consulting

Canada Inc. (the “Vendor”), as Receiver and Manager of Banks Island Gold Ltd. (the

“Transaction”)

To further the Potential Purchaser’s assessment and evaluation of the Transaction, the Vendor

and its directors, officers, employees, agents or representatives, including their legal counsel,

accountants and other consultants (collectively, “Representatives”), may furnish the Potential

Purchaser with certain confidential and proprietary information.

In consideration of the covenants herein contained, the parties agree as follows:

Definition. For the purposes of this Agreement, “Information” means all trade secrets

or other information that is not generally available to the public, whether of a technical, financial,

business or other nature (including, without limitation, information relating to geological data,

permits and mineral claims, exploration activities, business and marketing plans, financial

performance, finances, environmental reports, strategic long and short term plans, information

concerning personnel, customers and suppliers distribution channels and other affairs), that is

disclosed in writing or orally during the term of this Agreement that the Potential Purchaser

knows or has reason to know is confidential or proprietary in nature.

Confidentiality. The Potential Purchaser acknowledges that the Information received

by it is proprietary and confidential. Consequently, the Potential Purchaser will treat the

Information received by it as secret and confidential and will:

(a)

keep the Information secure to the same extent that a careful and prudent person

would treat secret and confidential information relating to its own business and

affairs;

(b)

not use the information except for the purposes of assessing and evaluating the

Transaction;

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Confidentiality Agreement