AxiomFount Inc. is a Canadian corporation who is covered by this Agreement. The RECEIVING PARTY shall hold in confidence all information and ideas of any kind relating to such possible collaboration (hereinafter referred to as “Confidential Information”) disclosed to it by the DISCLOSING PARTY, which are identified at time of disclosure as being confidential. The RECEIVING PARTY undertakes to apply to all Confidential Information disclosed in accordance with the provisions of this Agreement the same degree of care with which it treats and protects its own proprietary information against public disclosure. All such information and ideas shall not be disclosed to any third party without the written consent of the DISCLOSING PARTY. Where such consent is granted disclosure shall only be made to a third party where such third party accepts in writing similar obligations of confidence to those contained in this Agreement. The RECEIVING PARTY undertakes to restrict its use of Confidential Information to work performed in conjunction with the DISCLOSING PARTY related to such possible collaboration and to ensure that dissemination of Confidential Information to the employees of its own organisation is on a “need to know” basis. The RECEIVING PARTY acknowledges that Confidential Information contains valuable proprietary information of the DISCLOSING PARTY and that unauthorised disclosure could cause unnecessary commercial loss to the DISCLOSING PARTY. For the purposes of this Agreement information and ideas shall not be considered to be Confidential Information if the Receiving party can prove that such information and ideas: are in or pass into the public domain other than by breach of this Agreement, or are known to the RECEIVING PARTY prior to disclosure by the DISCLOSING PARTY, or have been disclosed to the RECEIVING PARTY without restriction by a third party having the full right to disclose, or have been independently developed by an employee of the RECEIVING PARTY to whom no disclosure of Confidential Information has been made. The obligations hereto relating to confidentiality and use of information and ideas shall survive the termination of this Agreement for a period of three (3) years. The RECEIVING PARTY shall not assign or transfer any of its rights or obligations hereunder without the prior written consent of the DISCLOSING PARTY. This Agreement shall not be construed as creating or implying on the Parties, or their Affiliates, either an obligation to disclose Confidential Information to the other Party or an obligation to enter into any other agreement or arrangement with each other. Nothing in this Agreement shall be deemed to grant a licence directly or by implication under any registered design, patent, copyright, trade secret or patent application. The Confidential Information is delivered “AS IS” and all representations and warranties, expressed or implied, are hereby disclaimed, including but not limited to, that: the Confidential Information is accurate or reliable for any purposes whatsoever; and the use of the Confidential Information does not infringe any rights that may be held by a third party in respect of any such information. This Agreement will automatically terminate one (1) year from the date hereof unless extended by mutual consent of the parties in writing provided, however, that no such termination shall serve to release the RECEIVING PARTY from its obligations as to confidentiality and use which shall remain in force in accordance with the provisions hereto. In the event of such termination the RECEIVING PARTY undertakes to return to the DISCLOSING PARTY all documents and copies of the Confidential Information disclosed in accordance with the terms and conditions of this Agreement. The failure by either Party to enforce any provision of this Agreement or to exercise any right in respect thereto shall not be construed as constituting a waiver of its right hereunder. No Warranty: All confidential information is provided by AxiomFount "as is" without any representations, warranties, or conditions, express, implied statutory or otherwise, including without limitation any implied warranty or condition of fitness for a particular purpose, title or merchantability, without limiting the foregoing provision AxiomFount makes no warranty that the information is complete, accurate, or timely and RECEIVING PARTY relies on the confidential information at its own risk. RECEIVING PARTY agrees that any violation or threatened violation of this Agreement will cause irreparable injury to AxiomFount, for which monetary damages alone would be inadequate, entitling AxiomFount to obtain injunctive or other form of equitable relief in addition to all other remedies available at law or in equity; the foregoing injunctive relied will be available to AxiomFount without proff of actual damages and without posting other bond or security. This Agreement constitutes the entire understanding between the Parties related to the protection of Confidential Information disclosed hereunder and supersedes all prior and collateral communications, reports and understanding between the Parties hereto relating to Confidential Information. The Parties shall ensure that all communications to be made under or in connection with this Agreement, are made in writing. This Agreement will be governed by and interpreted in accordance with the Laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to conflict of laws principle. The foregoing is without prejudice to the right of either Party to seek injunctive or other equitable or interim relief in relation to the protection of its Confidential Information.