MUTUAL CONFIDENTIALITY AGREEMENT
THIS CONFIDENTIALITY AGREEMENT (“Agreement”), is dated and effective as of April 27th 2018,
(“Effective Date”), among Pixhug Media Inc., a British Columbia corporation having its principal place of
business at 330-1281 West Georgia Street, Vancouver, BC V6E 3J7 (“Pixhug”); and Coolfire Studios LLC, a
Missouri Limited Liability Company having its principal place of business at 1101 Lucas Avenue, St. Louis,
MO 63101 (“Coolfire”); and _(form value 2)_ a corporation (“Investor”), (each a “Party” and
collectively the “Parties”, and each a “Recipient” and “Discloser” as the case may be).
WHEREAS, the Parties acknowledge that it may be necessary for each of them, as Discloser, to provide to any
other, as Recipient, certain Information (defined below), including trade secret information, considered to be
confidential, valuable and proprietary by Discloser; and
WHEREAS, the Parties acknowledge that the Information (defined below) is being disclosed by the Discloser
for the sole purpose of evaluating a possible investment in Pixhug and/or Coolfire, or in the alternative a newly
formed holding company, in order to effect the acquisition of Coolfire by Pixhug (the “Transaction”).
NOW, THEREFORE, in consideration of the mutual promises and obligations contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as
follows:
1. Definitions. The following terms shall have the following meanings in this Agreement:
a. “Affiliates” means any company owned in whole or in part, or owned or controlled by, or
controlled in common by a third party, now or in the future, directly or indirectly, by a Party
hereto;
b. “Information” may include, but is not limited to, discoveries, ideas, concepts, know-how,
technique, designs, blueprints, diagrams, flow charts, manuals, guidelines, technical
information, plans, financial information, marketing information, staffing information,
strategic information, business plans, goals, sales figures, revenue, profits, prices, costs,
customer information, procedures, products, proposed products, processes, proposals, requests
for proposals, specifications, sketches, drawings, business systems, data, computer programs,
software programs, techniques, services, and like information, and all other supplementary
information requested subsequently, of or provided by, Discloser or its Affiliates, and also
includes the fact that such information has been provided by the Discloser, the fact that the
Parties are discussing the Transaction and any terms, conditions or other facts with respect to
the Transaction.
2. Obligations. Recipient will treat the Information provided to Recipient by or on behalf of Discloser as
being strictly proprietary and confidential at all times, will not disclose or make public the Information
to any third party, and will protect the Information at all times from any use, distribution or disclosure
except as permitted herein. Recipient will use the same standard of care to protect Information as
Recipient uses to protect its own similar confidential and proprietary information, but not less than a
reasonable standard of care. Information provided by one Party to any other Party before execution of
this Agreement and in connection with the Transaction is also subject to the terms of this Agreement.
3. Use and Disclosure. Recipient agrees to use Information solely in connection with the Transaction
and for no other purpose. Recipient may provide Information only to Recipient’s employees who: (a)
have a substantive need to know such Information in connection with the Transaction; (b) have been
advised of the proprietary and confidential nature of such Information; and (c) have personally agreed
in writing with Recipient to protect from unauthorized disclosure all proprietary and confidential
information, of whatever source, to which they have access in the course of their employment. Each
Party may provide the Information to their Affiliates, consultants, contractors and agents, subject to (a)
through (c) above.
Proprietary and Confidential (c) 2018 All Rights Reserved
2
4. Exceptions. Discloser’s Information does not include:
a. any information publicly disclosed by Discloser;
b. any information Discloser in writing authorizes Recipient to disclose without restriction;
c. any information Recipient already lawfully knows at the time it is disclosed by Discloser,
without an obligation to keep it confidential;
d. any information Recipient lawfully obtains from any source other than Discloser, provided
that such source lawfully disclosed such information; or
e. any information Recipient independently develops without use of or reference to Discloser’s
Information.
5. Disclosure Required by Law. If Recipient is required to provide Information to any court or
government agency pursuant to written court order, subpoena, regulation or process of law, Recipient
must first provide Discloser with prompt written notice of such requirement and cooperate with
Discloser to appropriately protect against or limit the scope of such disclosure. To the fullest extent
permitted by law, Recipient will continue to protect as proprietary and confidential all Information
disclosed in response to a written court order, subpoena, regulation or process of law.
6. Information the Property of Discloser. Information remains at all times the property of Discloser.
Upon Discloser’s request, all or any requested portion of the Information (including, but not limited to,
tangible and electronic copies, notes, summaries or extracts of any Information) will be promptly
returned to Discloser or destroyed, and Recipient will provide Discloser with written certification
stating that such Information has been returned or destroyed.
7. No Identification of Discloser. Recipient will not identify Discloser, its Affiliates or any other owner
of Information in any advertising, sales material, press release, public disclosure or publicity without
prior written authorization by Discloser. No license under any trademark, patent, copyright, trade
secret or other intellectual property right is either granted or implied by disclosure of Information to
Recipient.
8. Term. The term of this Agreement and the Parties’ obligations hereunder commence on the Effective
Date and extend until three (3) years after the date of final disclosure of information hereunder.
Thereafter, the Parties’ obligations hereunder survive and continue in effect with respect to any
information that is a trade secret under applicable law.
9. Injunctive Relief. The Parties acknowledge and agree that any breach or threatened breach of this
Agreement is likely to cause irreparable harm for which money damages may not be an appropriate or
sufficient remedy, accordingly a Party is entitled to receive injunctive or other equitable relief to
remedy or prevent any breach or threatened breach of this Agreement by any other Party. Such remedy
is not the exclusive remedy for any breach or threatened breach of this Agreement but is in addition to
all other rights and remedies available at law or in equity.
10. No Waiver. No forbearance, failure or delay in exercising any right, power or privilege is waiver
thereof, nor does any single or partial exercise thereof preclude any other or future exercise thereof, or
the exercise of any other right, power or privilege.
11. Severability. If and to the extent any provision of this Agreement is held invalid or unenforceable at
law, such provision will be deemed stricken from the Agreement and the remainder of the Agreement
will continue in effect and be valid and enforceable to the fullest extent permitted by law.
12. Assignment and Succession. No Party may assign, or otherwise transfer, its rights or delegate its
duties or obligations under this Agreement without prior written consent. Any attempt to do so is void.
This Agreement is binding upon and inures to the benefit of the Parties and their heirs, executors, legal
and personal representatives, successors and assigns, as the case may be.
Proprietary and Confidential (c) 2018 All Rights Reserved
3
13. Choice of Laws. This Agreement is subject to the laws of British Columbia, Canada and the Parties
shall attorn to the exclusive jurisdiction of the courts of British Columbia, Canada.
14. Entire Agreement and Counterparts. This Agreement is the entire agreement between the Parties
hereunder and may not be modified or amended except by a written instrument signed by both Parties.
Each Party has read this Agreement, understands it and agrees to be bound by its terms and conditions.
There are no understandings or representations with respect to the subject matter hereof, express or
implied, that are not stated herein. This Agreement may be executed in counterparts, and signatures
exchanged by facsimile, e-mail, or other electronic means are effective for all purposes hereunder to
the same extent as original signatures.
THIS CONFIDENTIALITY AGREEMENT (“Agreement”), is dated and effective as of April 27th 2018,
(“Effective Date”), among Pixhug Media Inc., a British Columbia corporation having its principal place of
business at 330-1281 West Georgia Street, Vancouver, BC V6E 3J7 (“Pixhug”); and Coolfire Studios LLC, a
Missouri Limited Liability Company having its principal place of business at 1101 Lucas Avenue, St. Louis,
MO 63101 (“Coolfire”); and _(form value 2)_ a corporation (“Investor”), (each a “Party” and
collectively the “Parties”, and each a “Recipient” and “Discloser” as the case may be).
WHEREAS, the Parties acknowledge that it may be necessary for each of them, as Discloser, to provide to any
other, as Recipient, certain Information (defined below), including trade secret information, considered to be
confidential, valuable and proprietary by Discloser; and
WHEREAS, the Parties acknowledge that the Information (defined below) is being disclosed by the Discloser
for the sole purpose of evaluating a possible investment in Pixhug and/or Coolfire, or in the alternative a newly
formed holding company, in order to effect the acquisition of Coolfire by Pixhug (the “Transaction”).
NOW, THEREFORE, in consideration of the mutual promises and obligations contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as
follows:
1. Definitions. The following terms shall have the following meanings in this Agreement:
a. “Affiliates” means any company owned in whole or in part, or owned or controlled by, or
controlled in common by a third party, now or in the future, directly or indirectly, by a Party
hereto;
b. “Information” may include, but is not limited to, discoveries, ideas, concepts, know-how,
technique, designs, blueprints, diagrams, flow charts, manuals, guidelines, technical
information, plans, financial information, marketing information, staffing information,
strategic information, business plans, goals, sales figures, revenue, profits, prices, costs,
customer information, procedures, products, proposed products, processes, proposals, requests
for proposals, specifications, sketches, drawings, business systems, data, computer programs,
software programs, techniques, services, and like information, and all other supplementary
information requested subsequently, of or provided by, Discloser or its Affiliates, and also
includes the fact that such information has been provided by the Discloser, the fact that the
Parties are discussing the Transaction and any terms, conditions or other facts with respect to
the Transaction.
2. Obligations. Recipient will treat the Information provided to Recipient by or on behalf of Discloser as
being strictly proprietary and confidential at all times, will not disclose or make public the Information
to any third party, and will protect the Information at all times from any use, distribution or disclosure
except as permitted herein. Recipient will use the same standard of care to protect Information as
Recipient uses to protect its own similar confidential and proprietary information, but not less than a
reasonable standard of care. Information provided by one Party to any other Party before execution of
this Agreement and in connection with the Transaction is also subject to the terms of this Agreement.
3. Use and Disclosure. Recipient agrees to use Information solely in connection with the Transaction
and for no other purpose. Recipient may provide Information only to Recipient’s employees who: (a)
have a substantive need to know such Information in connection with the Transaction; (b) have been
advised of the proprietary and confidential nature of such Information; and (c) have personally agreed
in writing with Recipient to protect from unauthorized disclosure all proprietary and confidential
information, of whatever source, to which they have access in the course of their employment. Each
Party may provide the Information to their Affiliates, consultants, contractors and agents, subject to (a)
through (c) above.
Proprietary and Confidential (c) 2018 All Rights Reserved
2
4. Exceptions. Discloser’s Information does not include:
a. any information publicly disclosed by Discloser;
b. any information Discloser in writing authorizes Recipient to disclose without restriction;
c. any information Recipient already lawfully knows at the time it is disclosed by Discloser,
without an obligation to keep it confidential;
d. any information Recipient lawfully obtains from any source other than Discloser, provided
that such source lawfully disclosed such information; or
e. any information Recipient independently develops without use of or reference to Discloser’s
Information.
5. Disclosure Required by Law. If Recipient is required to provide Information to any court or
government agency pursuant to written court order, subpoena, regulation or process of law, Recipient
must first provide Discloser with prompt written notice of such requirement and cooperate with
Discloser to appropriately protect against or limit the scope of such disclosure. To the fullest extent
permitted by law, Recipient will continue to protect as proprietary and confidential all Information
disclosed in response to a written court order, subpoena, regulation or process of law.
6. Information the Property of Discloser. Information remains at all times the property of Discloser.
Upon Discloser’s request, all or any requested portion of the Information (including, but not limited to,
tangible and electronic copies, notes, summaries or extracts of any Information) will be promptly
returned to Discloser or destroyed, and Recipient will provide Discloser with written certification
stating that such Information has been returned or destroyed.
7. No Identification of Discloser. Recipient will not identify Discloser, its Affiliates or any other owner
of Information in any advertising, sales material, press release, public disclosure or publicity without
prior written authorization by Discloser. No license under any trademark, patent, copyright, trade
secret or other intellectual property right is either granted or implied by disclosure of Information to
Recipient.
8. Term. The term of this Agreement and the Parties’ obligations hereunder commence on the Effective
Date and extend until three (3) years after the date of final disclosure of information hereunder.
Thereafter, the Parties’ obligations hereunder survive and continue in effect with respect to any
information that is a trade secret under applicable law.
9. Injunctive Relief. The Parties acknowledge and agree that any breach or threatened breach of this
Agreement is likely to cause irreparable harm for which money damages may not be an appropriate or
sufficient remedy, accordingly a Party is entitled to receive injunctive or other equitable relief to
remedy or prevent any breach or threatened breach of this Agreement by any other Party. Such remedy
is not the exclusive remedy for any breach or threatened breach of this Agreement but is in addition to
all other rights and remedies available at law or in equity.
10. No Waiver. No forbearance, failure or delay in exercising any right, power or privilege is waiver
thereof, nor does any single or partial exercise thereof preclude any other or future exercise thereof, or
the exercise of any other right, power or privilege.
11. Severability. If and to the extent any provision of this Agreement is held invalid or unenforceable at
law, such provision will be deemed stricken from the Agreement and the remainder of the Agreement
will continue in effect and be valid and enforceable to the fullest extent permitted by law.
12. Assignment and Succession. No Party may assign, or otherwise transfer, its rights or delegate its
duties or obligations under this Agreement without prior written consent. Any attempt to do so is void.
This Agreement is binding upon and inures to the benefit of the Parties and their heirs, executors, legal
and personal representatives, successors and assigns, as the case may be.
Proprietary and Confidential (c) 2018 All Rights Reserved
3
13. Choice of Laws. This Agreement is subject to the laws of British Columbia, Canada and the Parties
shall attorn to the exclusive jurisdiction of the courts of British Columbia, Canada.
14. Entire Agreement and Counterparts. This Agreement is the entire agreement between the Parties
hereunder and may not be modified or amended except by a written instrument signed by both Parties.
Each Party has read this Agreement, understands it and agrees to be bound by its terms and conditions.
There are no understandings or representations with respect to the subject matter hereof, express or
implied, that are not stated herein. This Agreement may be executed in counterparts, and signatures
exchanged by facsimile, e-mail, or other electronic means are effective for all purposes hereunder to
the same extent as original signatures.
By filling out and submitting the form you agree to be bound by the terms of the Mutual confidentiality agreement above.
