www.nicolasritoux.

com

4361 rue de Bullion, bureau 104, Montral (QC) H2W 2G2 514-815-3306 nicolas@ritoux.com

NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT

This Non-Disclosure and Non-Solicitation Agreement (the Agreement) is made between _ Exvisu and entered into as of this _ _ day of _ _, 2008 (the Effective Date). RECITALS: __ and

A. Whereas _
B. C.

__ and Nicolas Ritoux may disclose to each other certain Confidential Information (as hereinafter defined) with a view to establishing a business relationship between the parties; Whereas _ __ and Nicolas Ritoux desire that such Confidential Information be treated in accordance with the terms and conditions of this Agreement; Therefore, in consideration of the mutual promises and covenants contained in this Agreement, the mutual disclosure of confidential information to each other, the parties hereto agree as follows:

1.

Confidential Information and Materials

(a)

Confidential Information means non-public information that the disclosing party (the The Disclosing Party) designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. Confidential Information includes, without limitation, formulas, drawings, patterns, compilations, programs, methods, know-how, techniques, processes, information contained or embodied in products, devices or mechanisms, information relating to marketing, promotion, business policies, strategies or practices, and information received from others that the Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to the receiving party (the The Receiving Party) by any agents of the Disclosing Party shall be covered by this Agreement. Confidential Materials means all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable. Confidential Information shall not include the following (the Non-Confidential Information): (i) any information that is in the public domain at the date of disclosure by the Disclosing Party to the Receiving Party or which, after such disclosure, enters the public domain through no breach of any obligation owed the Disclosing Party (but only after it enters the public domain); any information that the Receiving Party can prove by competent evidence is already known to the Receiving Party at the time of the Disclosing Partys disclosure of such information to the Receiving Party;

(b) (c)

(ii)

Non-Disclosure and Non-Solicitation Agreement

(iii)

any information that the Receiving Party can prove by competent evidence became known to the Receiving Party from a source other than the Disclosing Party other than by the breach of any obligation of confidentiality owed to the Disclosing Party; or any information that the Receiving Party can prove is independently developed by the Receiving Party.

(iv)

However, where any combination of information disclosed contains both Confidential Information and NonConfidential Information, such combination shall be deemed to be Confidential Information. 2. Term

(a)

The provisions of this Agreement shall continue in effect notwithstanding that the parties do not proceed with a business relationship or any return or destruction of the Confidential Information and Confidential Materials or the signing of any other agreement between the parties hereto. The provisions of this Agreement shall remain in effect three (3) years from the Effective Date.

3.

Restrictions (a) (b) The Receiving Party shall not disclose any Confidential Information except to the Receiving Partys consultants as specifically provided below. The Receiving Party shall be entitled to disclose Confidential Information if required by a court of competent jurisdiction or regulatory body provided that (i) the Receiving Party shall take such steps as are necessary to maintain the confidentiality by such court or regulatory body and (ii) the Receiving Party shall provide the Disclosing Party with immediate written notice of any request or anticipated request for disclosure so as to permit the Disclosing Party to seek a protective order or other appropriate remedy. The Receiving Party may disclose Confidential Information or Confidential Materials only to the Receiving Partys employees or consultants on a need-to-know basis provided that the Receiving Party shall have executed appropriate written agreements with its employees and consultants sufficient to enable it to comply with all the provisions of this Agreement. Such agreements shall be for the benefit of both the Receiving Party and the Disclosing Party. The Receiving Party shall take all reasonable measures to keep Confidential Information in strictest confidence. Confidential Information and Confidential Materials may be disclosed, reproduced, summarized or distributed only in pursuance of the Receiving Partys business relationship with the Disclosing Party, and only as otherwise provided hereunder. The Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent commingling. Where Confidential Information comprises software, the Receiving Party may not reverse engineer, decompile or disassemble the same.

(c)

(d) (e)

(f) 4.

Rights and Remedies (a) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized (whether existing, anticipated or threatened) use or disclosure of Confidential Information or Confidential Materials, or any other breach (whether existing, anticipated or threatened) of this Agreement by the Receiving Party, and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party maintain or regain possession of such Confidential Information and/or Confidential Materials and prevent its unauthorized use or further unauthorized use. The Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials at the Disclosing Partys request, or at the Receiving Partys option, destroy and certify destruction of the same.

(b)

Non-Disclosure and Non-Solicitation Agreement

(c)

The Receiving Party acknowledges that the Disclosing Party will suffer irreparable harm as a result of breach of any of the non disclosure and confidentiality clauses contained in this Agreement and that legal remedies are inadequate; therefore the Receiving Party agrees that, in addition to any damages and other remedies that the Disclosing Party may be entitled to as a result of such a breach, the Disclosing Party shall be entitled to an order from a Court of competent jurisdiction restraining the Receiving Party from breaching or continuing to breach any of those provisions.

5.

Miscellaneous (a) All Confidential Information and Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, the Disclosing Party does not grant any express or implied right to the Receiving Party to or under the Disclosing Partys property including without limitation, the Disclosing Partys patents, copyrights, trademarks, industrial designs or trade secrets. Neither this Agreement nor the disclosure or receipt of Confidential Information and Confidential Materials under this Agreement shall constitute or imply any undertaking or commitment by either party to enter into any further activity, arrangement or course of action with the other party or with any third party. The terms of confidentiality under this Agreement shall not be construed to limit either partys right to independently develop or acquire products without use of the other partys Confidential Information. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorized officer of the Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. All obligations created by this Agreement shall survive change or termination of the parties business relationship.

(b)

(c)
(d)

(e) (f) (g) 6.

Acknowledgement

_ _ and Exvisu each acknowledge that they have had the time to review this Agreement and that they fully understand its contents and have had the option of obtaining legal advice concerning its interpretation and effect. 7. Counterparts

This Agreement may be executed by the parties in several counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall constitute but one and the same document. 8. Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Quebec excluding the conflict of laws rules and the laws of Canada applicable therein. 9. Language

This Agreement has been drawn up in the English language at the request of the parties hereto. La prsente convention a t rdige en langue anglaise la demande des parties aux prsentes.

Non-Disclosure and Non-Solicitation Agreement

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

______________________________________ (sign) By: _ Name: Address: 4361 de Bullion #104 Montral, QC H2W 2G2 __ By: _Nicolas Ritoux _