CONFIDENTIALITY AGREEMENT

We are prepared to disclose to you information which we regard as confidential, which you
may use for the purpose of considering whether to enter into an agreement with
. relating to the hosting and conducting of a
crowdfunding campaign (the Permitted Purpose), provided you accept these terms and
conditions

[name of company] (X) relating to [insert details] (the Permitted Purpose), provided you
accept these terms and conditions:
1 Definitions
Confidential means:
Information
(a) in respect of Information provided in documentary form or
by way of a model or in other tangible form, Information
which at the time of provision is marked or otherwise
designated to show expressly or by necessary implication
that it is imparted in confidence; and
(b) in respect of Information that is imparted orally, any
information that we or our representatives informed you at
the time of disclosure was imparted in confidence; and
(c) in respect of Confidential Information imparted orally, any
note or record of the disclosure; and
(d) any copy of any of the foregoing; and
(e) the fact that discussions are taking place between us.
Information includes information provided directly or indirectly by X to you in
oral or documentary form or by way of models, biological or
chemical materials or other tangible form or by demonstrations and
whether before, on or after the date of this Agreement.
2 Obligations of confidentiality and non-use
You undertake:
2.1 to keep the Confidential Information secret at all times;
2.2 not to disclose it or allow it to be disclosed in whole or in part to any third party
without our prior written consent; and

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2.3 not to use it in whole or in part for any purpose except and solely for the Permitted
Purpose.
You undertake to take proper and all reasonable measures to ensure the confidentiality
of the Confidential Information.
3 Exceptions
The obligations of confidentiality set out in this Agreement shall not apply to any
Information that you can show by written records:
3.1 was known to you before the Information was imparted by us; or
3.2 is in or subsequently comes into the public domain (through no fault on your part); or
3.3 is received by you without restriction on disclosure or use from a third party lawfully
entitled to make the disclosure to you without such restrictions; or
3.4 is developed by any of your employees who have not had any direct or indirect access
to, or use or knowledge of the Information imparted by us.
4 Disclosure to employees
You undertake to permit access to the Confidential Information only to those of your
directors and employees who reasonably need access to such Confidential Information
for the Permitted Purpose, and on the conditions that such directors and employees
shall have:
4.1 entered into legally binding confidentiality obligations to you on terms equivalent to
those set out in this Agreement (and such obligations extend to the Confidential
Information);
4.2 been informed of Xs interest in the Confidential Information and the terms of this
Agreement; and
4.3 been instructed to treat the Confidential Information as secret and confidential in
accordance with the provisions of this Agreement.
You shall be responsible for ensuring that your directors and employees comply with
the provisions of this Agreement.
5 Return of information and property
You acknowledge and agree that the property and copyright in the Confidential
Information, including any documents, files and other items containing any
Confidential Information, belongs to us. At our written request, you will return
immediately to us all Confidential Information which you have received under this
Agreement and which may still be in your possession, including any copies made, and
make no further use or disclosure of any of it. You may, however, keep one copy of
our Confidential Information in your legal advisers files solely for the purpose of
enabling you to comply with the provisions of this Agreement. The obligations on you
under this Agreement shall continue in force for a period of 2 years from the date of
this Agreement.

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6 No implied rights
This Agreement shall not be construed:
6.1 to grant you any licence or rights other than as expressly set out herein in respect of
the Confidential Information; nor
6.2 to require us to disclose any Confidential Information to you.
No warranty or representation, express or implied, is given as to the accuracy,
efficacy, completeness, capabilities or safety of any materials or information provided
under this Agreement.
7 Law and jurisdiction
This Agreement shall be governed by and construed in accordance with Trinidad and
Tobago laws and shall be subject to the non-exclusive jurisdiction of Trinidad and
Tobago courts.

We shall be obliged if you will confirm your acceptance of these terms and conditions by
signing and returning the attached copy of this letter.
Yours sincerely