Welcome to ProtoMart by Seward Consulting Ltd. By installing and using ProtoMart ("Product"), you ("Recipient") agree to the following terms and conditions, and any policies, guidelines or amendments thereto that may be presented to you from time to time (collectively, the "Terms & Services").

RECITALS:

A. Recipient wishes to test Seward’s software product called ProtoMart (the “Product”), as part of a beta testing program. In the course of such testing, it is anticipated that Seward may disclose or deliver to Recipient Seward trade secrets or confidential or proprietary information for the purpose of enabling Recipient to better understand the Product and/or conduct necessary tests. Seward and Recipient have entered into this Agreement in order to assure the confidentiality of such trade secrets and confidential or proprietary information.

B. In order to maintain the value of the Confidential Information it is of the utmost importance that the parties execute this Non-Disclosure and Confidentiality Agreement (the “Agreement”) to ensure that the Recipient will never use Seward’s Confidential Information in any way without the express written consent of Seward and in strict accordance with the terms of this Agreement.

IN CONSIDERATION of the premises and of the mutual covenants contained herein, and other good and valuable consideration including $10.00, the receipt and sufficiency of which is hereby acknowledged by each party, the parties hereby agree with each other as follows:

1. The recitals are hereby incorporated into and form an integral part of this Agreement.

2. As used herein, the term “Confidential Information” will mean: information, whether classified as technical or non-technical that may be used in a trade or business and is not generally known in that trade or business, which produces economic value and is, therefore, the subject of efforts that are reasonable in the circumstances, whether or not related to the Product, to maintain secrecy, novel, or of other worth, as well as inventions, trade secrets, designs, ideas, discoveries, innovations, improvements, modifications, know-how, patterns, sketches, notes, programs, print-outs, records, formulae, copyrights, trade-marks, patents, patent applications, records of invention, processes, process data, photographs, drawings, equations or other calculations, flow-charts, sheets, designs, diagrams, blueprints, manuals, recordings, customer information, costing and pricing information, sources of supplies, charts, reports, specifications, techniques, plans or strategies, operations, customer lists, sales information, construction details, administration records, design, systems, or data of Seward as may be developed from time to time or used in association with the activities of Seward.

3. The Recipient hereby and forever assigns without limitation to Seward all title and rights to Confidential Information that it has produced in association with its relationship with Seward by reason of dealing with the Product.

4. Notwithstanding any other provisions of this Agreement, Confidential Information does not include information that:

(a) is, or becomes, publicly known through no wrongful act on the Recipient’s part or its subsidiaries; or;

(b) is furnished to a third party by Seward without a similar restriction on the third party’s rights; or

(d) is embodied and ascertainable upon inspection of commercially available products, including manuals and the like, rightfully sold to the public by Seward; or

(e) is expressly authorized for release by written authorization of Seward.

5. No license, express or implied, in the Confidential Information is granted to the Recipient other than to use the information in the manner and to the extent authorized by this Agreement.

6. The Recipient agrees that the Confidential Information will remain the property of Seward and the disclosure to the Recipient hereunder creates only a limited license to use such information for the purposes related to using the Product.

7. The Recipient will be responsible for and will fully indemnify and hold Seward harmless from any damages whatsoever or howsoever arising out of any breach of any covenant of this Agreement by the Recipient, its agents, representatives, directors or employees.

8. The Recipient acknowledges and agrees that it owes a duty to Seward to keep all Confidential Information in confidence and not to use it or disclose it to any person, firm or corporation without the express written authorization of Seward who is the owner thereof, and further the recipient agrees not to vary or modify the Confidential Information in any manner or form whatsoever nor use any derivation of the Confidential Information in order that such new or varied matter can or may be used in competition with or in a similar manner as the Confidential Information.

9. The Recipient will not provide any assistance whatsoever to any third party or do anything which would be likely to adversely affect the validity or value of any of Seward’s Confidential Information or any copyright, trademark, patent or other form of protection (whether intellectual property or not) relating thereto. The Recipient further agrees that it will not dispute or contest, directly or indirectly, the validity or enforceability of any intellectual property rights in respect of Seward’s Confidential Information nor counsel, procure or assist anyone else to do the same.

10. The Recipient will not copy or reproduce Seward’s Confidential Information by any means whatsoever without express written consent of Seward and all such copies will contain any proprietary and confidential notices of Seward, which appear on the originals of the Confidential Information (relating to copyright, trademark, patent or otherwise).

11. The Recipient will immediately upon the request of Seward, return all Confidential Information and copies thereof which may be or have been in the Recipient’s possession, power or control, to Seward, or will destroy the same as directed by Seward and furnish satisfactory proof of that destruction.

12. The Recipient understands and agrees that the owner of the Confidential Information, Seward, will suffer irreparable harm in the event that the recipient or any of its agents, representatives, directors or employees breaches any of the obligations contained in this Agreement and that monetary damages will be inadequate to fully compensate the owner for the breach. Accordingly, in the event of such a breach or threatened breach of any of the provisions of this Agreement, Seward, in addition to and not in limitation of any other rights, remedies or damages available to it at law or in equity, will be entitled to an interim injunction, interlocutory injunction and permanent injunction in order to prevent or to restrain any such breach which will, notwithstanding any other provision contained herein, extend to any breach by any of the Recipient’s partners, shareholders, co-venturers, agents, representatives, directors, officers, servants, and any and all persons, directly or indirectly acting for, on behalf of or with the recipient of the Confidential Information.

13. This Agreement will be binding upon the Recipient and Seward and their heirs, executors, administrators, successors and assigns.

14. The provisions of this Agreement are severable. If any provision, term, covenant or condition of this Agreement or the application thereof to any person or circumstance, will to any extent be prohibited by, or unlawful, invalid or unenforceable under any applicable law, in whole or in part, the remaining provisions, terms, covenants, or conditions in this Agreement will not be unenforceable or invalid, nor will the application of such provision, term, covenant or condition to persons or circumstances other than those to which it is held invalid or unenforceable be affected thereby.

15. Neither this Agreement nor the disclosure of Confidential Information hereunder constitutes any representation, warranty, assurance, guarantee or inducement by Seward to the Recipient with respect to the accuracy, completeness, technical quality or value in respect thereof. Without restricting the generality of the foregoing, Seward makes no representation or warranty as to the future performance of its assets or business. The Recipient will rely solely on its own appraisal and estimates as to the value and condition of the assets of Seward and will rely solely on its own interpretations and analysis related thereto.

16. Without the prior written consent of Seward, the Recipient will not for a period of two (2) years from the end of its working relationship with Seward hereof, neither directly nor indirectly, solicit for employment or contact for the purposes of doing business any senior management personnel or customer who is now employed by or is a customer of Seward and who is identified as a result of any association of the Recipient with Seward.

17. This Agreement constitutes the entire agreement between the parties as to the subject matter hereof and merge all prior discussions between them. Neither of the parties will be bound by any conditions, definitions, warranties, understandings, or representations with respect to such subject matter other than: (1) as expressly provided herein, or (2) as duly set forth on or subsequent to the effective date hereof in writing and signed by a proper and duly authorized representative of the party to be bound thereby.

18. The Recipient cannot assign or transfer any of its rights or obligations under this Agreement.

19. The Recipient will promptly and duly execute and deliver to Seward such further documents and assurances, and take such further action as Seward may request in order to more effectively carry out the intent and purpose of this Agreement.

20. This Agreement shall be governed by and be interpreted exclusively in accordance with the laws of the Province of Alberta, and exclusive forum is the Courts of Alberta.

21. This Agreement may be executed in counterparts and via electronic transmission with the same effect as if the parties hereto had signed the same document. All counterparts and any adopting instruments shall be construed together and shall constitute one and the same agreement.