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COMMERCIAL-IN-CONFIDENCE

NON-DISCLOSURE AGREEMENT

AGREEMENT

BETWEEN:

AND:

RECITALS A. B.

NAME ADDRESS

(with each entity hereinafter called “the Party” and both entities called “the Parties”).

Whereas the Parties wish to pursue discussions concerning investment or other joint venture opportunities.

Whereas, during the course of discussions it may become desirable or necessary for the Parties to disclose to each other certain technical or business information of a proprietary or confidential nature, hereinafter referred to as “Commercial-In-Confidence Information” (CICI), and whereas, the Parties hereto are willing to provide for the conditions of such disclosure of CICI and the rules governing the use and the protection thereof.

AGREEMENT 1. Definitions As used in this Agreement the term “Commercial-In-Confidence Information” (CICI) shall

mean any information or data disclosed by either party to the other, pursuant to this Agreement, either in writing or orally, subject to the conditions set forth hereafter, and including without limitations any written or printed documents, samples, models, or any means of disclosing such CICI that the parties may agree and elect to use during the life of this Agreement.

2. Secrecy Undertaking 2.1. The information disclosed by either Party hereunder shall be deemed not to be CICI if:

2.1.1 it was already in the public domain at the time of its disclosure hereunder, or becomes

thereafter public knowledge other than through an act or negligence of either party; or

2.1.2 it is rightfully obtained at any time by either party or from other sources without restrictions in

respect of disclosure or use.

2.2. Any information or data in whatever form disclosed by either Party to the other and which is

designated as CICI by the disclosing Party with an appropriate stamp, legend or any other notice in writing, or when disclosed orally, has been identified as CICI at the time of disclosure and has been promptly (thirty (30) days at the latest) confirmed and designated in writing as CICI of the disclosing Party, shall be subject to the relevant terms and conditions of this Agreement.

2.3. The receiving Party hereby covenants that, for a period of five (5) years from the effective date

of the Agreement, the Commercial-In-Confidence Information received from the disclosing Party shall:

CIC Surpass Energy

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COMMERCIAL-IN-CONFIDENCE

2.3.1

2.3.2

2.3.3 2.3.4

2.3.5 2.4. 2.5.

be protected and kept in strict confidence by the receiving Party which must use the same degree of precaution and safeguards as it uses to protect its own CICI of like importance, but in no case any less that reasonable care;

be only disclosed to and used by those persons within the receiving Party’s organization who have a need to know, and solely for the purpose specified in this Agreement;

not be used in whole or in part for any purpose other than the purpose of the Agreement without the prior written consent of the disclosing Party;

neither be disclosed or caused to be disclosed whether directly or indirectly to any third party; and

neither be copied, nor otherwise reproduced or duplicated in whole or in part where such copying, reproduction or duplication has not been agreed upon in writing by the disclosing Party.

Any CICI and copies thereof disclosed by either Party to the other shall remain the property of the disclosing Party.

It is expressly understood and agreed by the Parties hereto that the disclosure and provision of CICI under this Agreement by either Party to the other shall not be construed as granting to the receiving Party any rights whether express or implied by licence or otherwise on the matters, invention, discoveries to which such CICI pertains or any copyright, trademark or trade secret rights. Termination This Agreement including all rights and obligations of the Parties hereto except the obligations specified in Paragraph 3.3. below may be terminated by operation of law and without demand by either Party at any time on thirty (30) days prior written notice to the other.

Unless earlier terminated as aforesaid in paragraph 3.1. hereof, this Agreement shall expire two (2) years from its effective date.

The end or termination of this Agreement shall not relieve the receiving Party of complying with the obligations imposed by Paragraph 2.3. thereof with respect to the use and protection of the CICI received prior to the date of the termination or end of this Agreement. Such obligations shall continue for the period applicable as set forth in said paragraph. Governing Law & Jurisdiction This Agreement is governed by and is to be construed in accordance with the laws of the State of Victoria, Australia, which courts shall have non-exclusive jurisdiction over any action arising out of this Agreement. Commencement This Agreement shall become effective when duly signed by the Parties and shall remain effective for two (2) years.

3. 3.1. 3.2. 3.3.

4. 4.1. 5. 5.1.

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COMMERCIAL-IN-CONFIDENCE

th

Dated 13 February 2013

....................................................................... Signature of Authorised Person

Name of Authorised Person

EXECUTED as an agreement

SIGNED for and on behalf of NAME

....................................................................... Signature of Authorised Person

....................................................................... Name of Authorised Person

CIC Surpass Energy

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