CONFIDENTIALITY
AGREEMENT
THIS CONFIDENTIALITY AGREEMENT ("Agreement") is made
effective this ______ day of _________________, 19____, by and between ________________________________________ a
__________________ corporation, whose mailing address is
_________________________________ (hereinafter referred to as the
"Company") and International Mineral Development and Exploration, an
Arizona corporation, whose mailing address if P.O. Box 65538, Tucson, Arizona,
85728 and it's Mexican affiliate: Compania Minera Cascabel S.A. de C.V. a
Mexican corporation, whose mailing address is Avenida Trece, No. 100,
Hermosillo, Sonora 83140, Mexico (hereinafter collectively referred to as
"IMDEX").
WITNESSETH
WHEREAS, the Company has knowledge of
certain real properties situated in _____________________, Mexico, more
specifically described in Exhibit A attached hereto and by this reference made
a part hereof, (hereinafter referred to as the "Property"), and the
Company possesses certain data with respect to the Property which the Company
considers to be proprietary in nature (hereinafter referred to as
"Information");
WHEREAS, the Company and IMDEX desire to enter into discussions
regarding possible transactions between the Company and IMDEX with respect to
the Property; and
WHEREAS, in connection with these discussions, IMDEX wishes to inspect
the Property and review the Information held by the Company;
NOW THEREFORE, in
consideration of the covenants and agreements herein contained, the parties
agree as follows:
1. The term of this
Agreement shall be for one year from the effective date hereof.
2. The Company shall make
the Information available to IMDEX for its review within 15 days from the
effective date of this Agreement.
3. IMDEX agrees to keep
the Information confidential for a period of one year from the effective date
of this Agreement, and during the confidentiality period, IMDEX shall not use
the Information except for purposes of evaluating the property.
IMDEX shall have the right to communicate such Information only to
those employees or contractors of IMDEX whose duties justify the need to know
such Information, and such employees or contractors shall be informed of their
obligations with respect to the confidentiality and use of the Information.
4. IMDEX shall not acquire
any property interests within the exterior
boundaries of the Property described in Exhibit A (hereinafter referred to as
the "Area of Influence") for a period of one (1) year from the
effective date of this Agreement, except properties described in Exhibit B
attached hereto and by this reference made a part hereof (hereinafter referred
to as "Excluded Properties").
5. IMDEX shall be under no
obligation of confidentiality with respect to any Information which (a) IMDEX
can demonstrate was in its possession prior to the time it was disclosed by
the Company; (b) is or becomes available to the general public through no
fault of IMDEX; (c) is disclosed to IMDEX by a third party who is under no
obligation preventing the disclosure of such Information; or (d) after one
year from the effective date of this Agreement.
6. In the event that IMDEX
decides after its evaluation of the Information that IMDEX is not interested
in participating in further discussions with the Company concerning the
Property, IMDEX shall return the Information to the Company and shall purge
its files of any copies thereof. In
the event that IMDEX and the Company enter into a contractual relationship to
explore, develop, or mine the Property, IMDEX shall be released from the terms
and conditions of this Agreement without other action of the parties.
7. IMDEX agrees to
indemnify and hold the Company harmless from and against any and all claims
and liabilities for loss, injury, destruction, or damage to persons employed
by or property owned by IMDEX resulting directly from IMDEX's evaluation and
inspection of the Property; provided, however that such indemnification shall
not extend either to claims and liabilities for injury or death to persons who
are not employees of agents of IMDEX or to the loss, destruction or damage of
property resulting from the Company's negligence or willful misconduct.
8. The Company makes no
warranties, express or implied, concerning the validity, accuracy, or
completeness of the Information. Any
use of, or reliance upon, such information and data by IMDEX shall be at
IMDEX's sole risk and expense.
9. Nothing in this
agreement shall create a fiduciary
relationship between the companies or an obligation on the part of either
party to consummate a business transaction with regard to the project.
10. This Agreement and the
obligations set forth herein shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.
This Agreement constitutes the entire understanding between the parties
with respect to the subject matter hereof, superseding all previous agreements
between the parties, and its terms may not be changed or amended, except by an
instrument in writing executed by the parties hereto. Any communication required or permitted hereunder shall be
sent to the parties at the address indicated hereinabove or to such other
addresses as a party may specify in writing to the other.
IN WITNESS WHEREOF, The Company and IMDEX have executed this
Confidentiality Agreement effective as of the date first set forth above.
THE COMPANY
By________________________________
IMDEX Inc.
By__________________________________