Commerce Resources CA.pdf

CW4653975.1 1 CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (“Agreement”) is made as of _____________________201_ between Commerce Resources Corp of Suite 1450 - 789 West Pender Street, Vancouver BC V6C 1H2 Canada (the “Company” which expression shall include its subsidiary companies and affiliates) and _________________________________________________________________________ ___________________________________________________________ (the “Recipient”). The Company is in possession of documents and information of a confidential nature. The Recipient has expressed an interest in acquiring further knowledge about the business and affairs of the Company for the purpose of evaluating the Company in connection with future corporate or strategic transactions and in the course of such review the Recipient is likely to have access to, is likely to be entrusted with, and is likely to be made aware of confidential information of the Company. In consideration of the Company providing to the Recipient such confidential information on the terms and conditions set forth herein, the Recipient agrees and covenants as follows: 1. Nature of Confidential Information. This Agreement applies to all material data, records, reports, assay results, calculations, opinions, maps, charts, samples, documents, and all other information whatsoever (“ Confidential Information”), whether in written, oral or electronic form, whether or not noted thereon to be confidential, pertaining to the business and affairs of the Company disclosed or provided to the Recipient, or to which the Recipient is given access by the Company or its employees or agents, except that this Agreement shall not apply to, and “Confidential Information” shall not include: (a) information which at the date hereof is disclosed in the public domain; (b) information which after the date hereof is published or otherwise becomes part of the public domain through no fault or