Jaiho Group Ltd, of the City of Calgary, in the Province of Alberta (the “Seller“)

                                                                                                                                       OF THE FIRST PART

                                                                           - and –

             the “Purchaser”

                                             OF THE SECOND PART

BACKGROUND:

A.     The Seller and the Purchaser are contemplating a possible transaction (the “Transaction”) with respect to: fashion accessories and jewelry.

B.     In connection with the Transaction (the “Permitted Purpose”), the Purchaser has requested certain confidential information (the “Confidential Information”).

IN CONSIDERATION OF and as a condition the Seller providing the Confidential Information to the Purchaser in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

               Confidential Information

1.      All written and oral information and materials disclosed or provided by the Seller to the Purchaser under this Agreement constitute Confidential Information regardless of whether such information was provided before or after the date of this Agreement or how it was provided to the Purchaser.

2.      ‘Confidential Information’ means all data and information relating to the transaction and the Seller, including but not limited to, the following:

a.      ‘Marketing and Development Information’ which includes marketing and development plans of the Seller, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Seller which have been or are being discussed;

b.      ‘Business Operations’ which includes internal personnel and financial information of the Seller, purchasing and internal cost information, internal services and operational manuals, external business contacts including those stored on social media accounts or similar platforms or databases operated by the Seller, and the manner and methods of conducting the Seller’s business;

c.      ‘Product Information’ which includes all specifications for products of the Seller as well as work product resulting from or related to work or projects of the Seller, of any type or form in any stage of actual or anticipated research and development’

d.      ‘Production Processes’ which includes processes used in the creation, production and manufacturing of the work product of the Seller, including but not limited to, formulas, patterns, moulds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs’

e.      ‘Accounting Information’ which includes, without limitation, all financial statements, balance sheets, company asset information, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of the Seller; and

f.       Confidential Information will also include any information that has been disclosed by a third party to the Seller and is protected by a non-disclosure agreement entered into between the third party and the Seller.

3.      Confidential Information will not include the following information:

a.      Information that is generally known in the industry of the Seller;

b.      Information that is now or subsequently becomes generally available to the public through no wrongful act of the Purchaser;

c.      Information rightly in the possession of the Purchaser prior to the disclosure to the Purchaser by the Seller; and

d.      Information that is independently created by the Purchaser without direct or indirect use of the Confidential Information.

4.      Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Seller and will only be used by the Purchaser for the Permitted Purpose. The Purchaser shall not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Seller or any associated affiliates or subsidiaries.

5.      The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Purchaser in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and those obligations will last indefinitely.

6.      The Purchaser may disclose any of the Confidential Information:

a.      To such employees, agents, and representatives of the Purchaser that have a need to know for the Permitted Purpose provided that:

                                                    i.     The Purchaser has informed such personnel of the confidential nature of the Confidential Information;

                                                   ii.     Such personnel agree to be legally bound to the same burdens of non-disclosure and non-use as the Purchaser;

                                                  iii.     The Purchaser agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and

                                                  iv.     The Purchaser agrees to be responsible for and indemnify the Seller for any breach of this Agreement by its personnel.

b.      To a third party where the Seller has consented in writing to such disclosure; and

c.      To the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body.

7.      The Purchaser agrees to retain all Confidential Information at its usual place of business and to store all Confidential Information separate from other information and documents held in the same location. Further, the Confidential Information may not be used, reproduced, transformed, or stored on a computer or device that is accessible to persons to whom disclosure may not be made, as set out in this Agreement.

Ownership and Title

8.      Nothing contained in this Agreement shall grant to or create in the Purchaser, either expressly or impliedly, any right, title, interest or license in or to the intellectual property of the Seller.

Remedies

9.      The Purchaser agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Seller. Accordingly, the Purchaser agrees that the Seller is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining the Purchaser, any of its personnel, and any agents of the Purchaser, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.

Return of Confidential Information

10.   The Purchaser will keep track of all Confidential Information provided to it and the location of such information. The Seller may at any time request the return of all Confidential Information from the Purchaser. Upon the request of the Seller, or upon the expiration or termination of this Agreement in writing, the Purchaser shall:

a.      Return all confidential Information to the Seller and will not retain any copies of this information;

b.      Destroy or have destroyed all memoranda, notes, reports, and other works based on or derived from the Purchaser’s review of the confidential information; and

c.      Provide a certificate to the Seller that such materials have been destroyed or returned, as the case may be.

       Notices

11.   If the Purchaser loses or makes unauthorized disclosure of any of the Confidential Information, the Purchaser shall immediately notify the Seller and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.

12.   Notices under this Agreement shall be given by registered mail, courier delivery or by sending them by way of email communications. Notices shall be deemed received the business day after delivery or the time the e-mail is received.

Representations

14.   In providing the Confidential Information, the Seller makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or lack of defect of any kind, including to any patent or trademark infringement that may result from the use of such information.

Assignment

15.   Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.

Amendments

16.   This Agreement shall only be amended or modified by a written instrument executed by both the Seller and the Purchaser.

Governing Law

17.   This Agreement shall be construed in accordance with and governed by the laws of the Province of Alberta.

General Provisions

18.   Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement.

19.   The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity shall not affect the operation of any other part of this Agreement.

20.   The Purchaser is liable for all costs, expenses and expenditures, and without limitation, the complete legal costs incurred by the Seller in enforcing this Agreement as a result of any default of this Agreement by the Purchaser.

21.   This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.