TWO-WAY CONFIDENTIALITY AGREEMENT

This Non-disclosure agreement is executed this _________ day of ________________ by and between ______________________ and Terra Botanica Products Ltd.

Whereas the parties agree to protect their proprietary concepts and other confidential information concerning their technology, business relationships and product plans.


Now, therefore, it is hereby agreed:

1. A confidential information or proprietary concept ( collectively "Proprietary Information"), received or learned by either Party relating to the business of the other Party shall be deemed exclusive property of the latter Party and shall remain that Party's valuable trade and engineering secrets for a period of ten (5) years from this date, unless information: (1) now, or which hereafter, through not act of failure to act on the part of the receiving Party, becomes generally known or available. (11) is furnished to others by the disclosing Party, without restriction on disclosure, (111) is known by the receiving Party by a third party, as a matter of right and without restriction of disclosure

2. In consideration of the foregoing, each Party agrees to maintain such Proprietary information confidential, utilizing the same degree of care that the receiving Party exercises to protect his own proprietary information, and will not, without the prior written consent of the disclosing Party, disclose such Proprietary information to third parties, or manufacture, use or sell products or concepts embodying any such information or the use thereof.

3. This Agreement shall be constructed under and according to the laws of the respective state of origin.

In the witness thereof, the parties hereunto have subscribed their names on this Two-Way Confidentiality Agreement the day and year first written above.