INITIAL NON-DISCLOSURE AGREEMENT

This Initial Non-Disclosure Agreement (“Agreement”) is made as of _________ ____, 20_____

                                     between                                    (“Effective Date”)

_______________________________(“Discloser”), and __________________________(“Recipient”).

The purpose of this Agreement is to facilitate an initial meeting of the minds between the parties so each can evaluate a possible future business relationship. In furtherance of and in support for purpose:

The Recipient is a representative of Andrious Solutions Ltd. and has learned skill-sets in one or more of the applied Computer Sciences, System Development, Graphic Arts, and/or other applicable skills, and so is in discussions with the Discloser to evaluate a possible future business relationship between the parties regarding a(n):

                                    ________________________________________________________________________

The Discloser will disclose confidential information to the Recipient during these discussions. These discussions will involve any form of meeting, interaction, exchange and correspondence between the parties for which the Recipient agrees not to disclose the confidential information from these discussions to a third party, nor will the Recipient use the confidential information for individual financial gain for a period of two (2) years starting from the Effective Date.

It is understood by the parties that not all the information to be exchanged during these discussions will be confidential. Only the portions the parties both deem as confidential will adhere to this Agreement. It is further understood by the parties that the Recipient’s in-depth participation in these discussions does not guarantee any contract work for the Recipient by the Discloser.

The confidential information will include an idea, a design, a process, an improvement to, and know-how about, specific processes and practices intended as an innovative solution to a commercial issue or commercial need. The Recipient promises to keep the confidential information to self during the time period indicated above, and understands that using this information for financial gain within the time period indicated above, without a separate signed agreement with the Discloser explicitly voiding this agreement, will be a breach of this Agreement.

The parties agree that in the event the Recipient breaches this Agreement, the Discloser shall have a cause of action for monetary damages. The Recipient may be liable for damages incurred by the Discloser as allowed by the laws of the Province of Ontario, in a court of competent jurisdiction for the action.

By their signatures below, the parties indicate they have read and have understood this Agreement and will abide by this Agreement for the time period indicated above starting on the date(s) indicated below.

By: _________________________                                By: ____________________________

(“Discloser”)                                                (“Recipient”)

Date:____________________                                Date:_______________________

One of two copies. One copy given to each party.