This CONFIDENTIALITY, NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT (the "Agreement") is entered into this _____day of ____________ by and between Bvocalized Systems, Inc. (collectively, the “Providing Party”) and the employee/contractor/prospective investor/shareholder Mr./Ms/Ms _________________________ of _________________________ (collectively, the “Outside Party”). 
WHEREAS, the parties hereto have entered into business discussions which require the disclosure of Confidential Information. 
In consideration of the parties hereto disclosing Confidential Information (as defined below) to each other, each party agrees with the other party hereto as follows: 

1. "Confidential Information" as used in this Agreement shall mean any information or materials provided by a party hereto to the outside party hereto, including any negotiations or discussions concerning the transaction, whether written or oral. All Confidential Information, which is provided, learned or acquired by either party from the other in the course of this proposed transaction, shall be accepted subject to the terms of this Agreement.  

2. Without limiting the generality of the foregoing, Confidentiality Information includes, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing or still in development) designs, concept's, drawings, ideas, inventions, specifications, techniques, discoveries, models, data, source code, object code, software, documentation, diagrams, flow charts, CD-ROM, research, development, processes, procedures, know-how, new product or new technology information, business plans, marketing techniques, product pricing, financial condition, suppliers, cost saving techniques, strategies and development plans, (including prospective trade names or trademarks), customer names and other information related to Bvocalized Systems, Inc., customers, pricing policies, and financial information.  

3. Outside party understands and acknowledges that such Confidential Information as will be disclosed to it has been developed or obtained by the other party by the investment of significant time, effort and expense, and that such Confidential Information provides the Providing Party with a significant competitive advantage in its business. The Outside Party agrees that it shall not use any such Confidential Information for any purpose, other than that described above, from the date it receives same without the prior written consent of the Providing Party. Without restricting the generality of the foregoing, the Outside Party shall not use such Confidential Information to the detriment of the Providing Party in any way.  

4. All such Confidential Information disclosed by the Providing Party pursuant to this Agreement shall remain the property of the Providing Party and shall be returned, to the Providing Party by the Outside Party, together with copies thereof, promptly upon receipt by the Outside Party of written request therefore.

5. The Outside Party agrees to hold in confidence and not to disclose or reveal to any person or entity, the Confidential Information received hereunder without the clear and express prior written consent of the Providing Party. The Outside Party agrees not to use or disclose any of the Confidential Information received hereunder for any purpose at any time, other than for the limited purpose(s) of this confidence. Without limiting the generality of the foregoing, the Outside Party shall not disclose any Confidential Information to any of its employees, except those employees who are required to have such Confidential Information in order to perform their functions in connection with the limited purpose of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a separate and distinct written agreement, substantially the same as this Agreement, prior to such employee being informed of the relationship of the party’s signatory hereto, covenants contained herein or any matters that may be considered confidential, whether written or oral. The Outside Party shall be fully responsible for any breach hereof by its employees, representatives or agents.  

6. Without limiting the generality of any of the provisions of this Agreement, the Outside Party specifically agrees that any reports concerning Confidential Information which are not made or authorized by the Providing Party and which appear in any publication, prior to the Providing Party's official disclosure of such Confidential Information, shall not release Outside Party from its obligations hereunder with respect to such Confidential Information. The Outside Party agrees that it shall not publish any review, notice or other report concerning any of the Providing Party's Confidential Information prior to its intentional written disclosure following which it will no longer be Confidential Information, to the extent it is disclosed.  

7. It is understood that the Providing Party may furnish, to the Outside Party, certain materials either in writing or otherwise fixed in tangible form. The Parties agree that any and all of these materials shall be furnished in confidence and all of the terms and conditions of this Agreement shall apply to the disclosure of these materials. The Outside Party will not copy, alter or modify any of these materials without the prior written consent of the Providing Party. The Outside Party agrees to return to the Providing Party, or destroy upon written request, any and all of such materials, together with any copies (including, but not limited to complete or partial copies incorporated into other materials) that may have been made, promptly upon the request of the Providing Party or, if not requested earlier, promptly after the purpose(s) for which they were furnished had been accomplished or abandoned.  

8. The Outside Party insures that it has not provided or communicated any of the Providing Party's Confidential Information to any third party, and will not do so at point in the future, without the prior written consent of the Providing Party.  

9. These restrictions on the use or disclosure of Confidential Information shall not apply to any Confidential Information:

• After it has become generally available to the public without breach of this Agreement by the Outside Party; or
• Which the disclosing party agrees in writing is free of such restrictions.

10. The Outside Party further agrees not to circumvent the Providing Party and not contact the Providing Party’s clients or customers except through the Providing Party.  

11. The Outside Party further agrees that any information of a prospective customer(s) or any marketing entity(s) or their representative(s) (hereafter “Contact”) or any entity that has or is about to supply or purchase, or act as agent, or liaison in any business opportunity, directly or indirectly through either party, shall be considered to be the account or trade secret of the Providing Party. The Providing Party shall be notified of any future sales, dealings, or commission agreements with the identified person, firm, corporation, government or business for a period of three (3) years.  

12. This Agreement shall not be assignable, as of right, by either Party. All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties and their respective heirs, successors and permitted assigns.  

13. The Outside Party agrees that a breach of this Agreement cannot adequately be compensated by money damages; therefore, the Providing Party shall be entitled, in addition to any order right or remedy available to it, to an injunction restraining such breach or threatened breach and to specific performance of any such provisions of this Agreement as it may deem appropriate. In either case, no bond or other security shall be required of the Providing Party in connection herewith.  

14. In the event that the Outside Party becomes legally compelled or required to disclose any of the Confidential Information to a third party, it will provide the Providing Party with prompt notice of such requirement to disclose, so that the Providing Party may seek a protective order or other appropriate legal remedy and/or waive compliance with the provisions of this Agreement, all of which options and choices there under are to be at the sole discretion of the Providing Party. In any event, the Outside Party shall furnish only that portion of the Confidential Information, which it is legally required to so furnish.  

15. Nothing in this Agreement shall be construed as creating any obligation on the part of the parties hereto to disclose any specific Confidential Information whatsoever, and to whomever. Nothing in this Agreement shall be construed as granting either party any license or any other rights with respect to the Providing Party’s proprietary rights of Confidential Information.  

16. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership or employment relationship as between the Parties. Except as specified herein, no party shall have the right, power or implied authority to create any obligation or duty, express or implied, on behalf of any other party hereto.

• Nothing contained in this Agreement shall be construed as creating a joint venture, partnership or employment relationship as between the Parties. Except as specified herein, no party shall have the right, power or implied authority to create any obligation or duty, express or implied, on behalf of any other party hereto.
• While this agreement is in force the Outside Party agrees not to compete with the Providing Party.  After expiration or termination of this agreement, the outside party agrees not to compete with the providing party for a period of Five (5) years. Competition means owning or working for a business that provides services in the knowledge processes outsourcing field.

19. This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all other oral or written representations and understandings. The formation, interpretation and performance of this contract shall be governed by the Laws of the States and Provinces of North America, Europe, Middle East, Africa, Australia and Asia. This Agreement may be modified in writing, and signed by the party’s signatory hereto.  [continued next page.........]

Initials O.P. __________                                                                                                                   Initials P.P ___________

 IN WITNESS WHEREOF, this Agreement has been executed as of the date first stated herein. 

For Bvocalized Systems, Inc.                            Shareholder/Contractor/Employee [Collectively Outside Party (OP)]                                                                           
Naveed Manzoor/President/Bvocalized Systems, Inc/5978 Winston Churchill Blvd, ON L5M 6K2