CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT (this "Agreement"), effective this , is by Felixa Corporation ("Disclosing Party"), an Ontario Corporation having its principal place of business at 202-220 Burnhamthrope Road West, Mississauga Ontario L5B 4N4, and ("Receiving Party") with business address at

Statement of Purpose

The Disclosing Party plans to discuss the possibility of engaging the Receiving Party to provide services relating to application development and maintenance or any services that will be described in any Statements of Work to which the two parties have to mutually agree (the "Technology", "Product"). The Receiving Party may use such information only for the purpose of discussing the possibility of providing services to the Disclosing party relating to their product. As a condition of disclosing confidential information, the Receiving Party has agreed to treat such information as stated in this Agreement.

IN CONSIDERATION of the covenants and conditions set forth herein, the parties hereto hereby agree as follows:

Dr. Ewa Antczak has exclusive right to the code and the research and app content. Any changes to the app must be discussed and approved by the owner before applied.

"Confidential Information" Defined. "Confidential Information" means all information disclosed by or on behalf of the Disclosing Party to the Receiving Party in connection with the Technology, whether such information is disclosed before or after the date of this Agreement, and whether disclosed in writing, orally, by inspection, or by any other means. Confidential Information may include, but is not limited to, prototypes, product designs, patent applications, product and manufacturing technology, supplier data, marketing plans and consumer data, customer lists, research and development data, financial statements, cost and expense data, trade secrets, processes, formulae, methods, know-how, techniques and similar information, and any and all notes, reports, analyses, studies, memoranda or other documents derived or developed in any way therefrom. Notwithstanding the foregoing, Confidential Information shall not include:

• Information that at the time of disclosure is in the public domain or is otherwise available to the Receiving Party other than on a confidential basis;
• Information that, after disclosure, becomes a part of the public domain by publication or otherwise through no fault of the Receiving Party;
• Information disclosed to the Receiving Party by a third party not under an obligation of confidentiality to the Disclosing Party; or
• Information that is or has been developed by the Receiving Party independent of the disclosures by the Disclosing Party.

Transmittal of Confidential Information. The Receiving Party acknowledges that Confidential Information may be disclosed to it by an authorized party of the Disclosing Party and acknowledges that such disclosure is included under this Agreement.

Covenant of Confidentiality. The Receiving Party hereby agrees to retain in confidence, and to require its employees, representatives and agents (collectively, its "Representatives") to retain in confidence, all Confidential Information disclosed to it by the Disclosing Party for a period of three (3) years following the date of disclosure. The Receiving Party further agrees that it will not use or disclose to any third party, nor permit the use or disclosure to any third party, of any Confidential Information obtained from or disclosed by the Disclosing Party, except that the Disclosing Party may make the Confidential Information available to those of its Representatives who agree to be bound by the terms of this Agreement and who need the information for performance of their duties in respect of this Agreement.

Term and Termination. The term of this agreement is for a period of one (1) year from the effective date first written above. The term of this agreement may be extended upon mutual consent of the Parties. This agreement may be immediately terminated without cause by the Disclosing Party at any time by delivering notice of termination to the Receiving Party at the address written above.

Survival of Confidentiality Obligation. The confidentiality obligation contained herein shall survive the termination of this agreement until the end of the period stated in paragraph 3.

Covenant to Return Confidential Information. Upon receipt of a written request from the Disclosing Party, the Receiving Party shall immediately return to the Disclosing Party all documents, other written information and tangible objects obtained from the Disclosing Party containing the Disclosing Party's Confidential Information and any materials created or derived from the Disclosing Party's Confidential Information, by whomever or whenever made, without retaining any copies thereof. At the Disclosing Party's sole discretion, receipt of written confirmation of destruction of the Confidential Information may be accepted in lieu of return.

Ownership and Assignment of Inventions. The Receiving Party acknowledges that no right or license, either express or implied, under any patent, trademark, copyright, trade secret or intellectual property right of any kind is granted to it hereunder.

Governing Law. The laws of the Province of Ontario shall govern the validity, construction, enforcement and interpretation of this Agreement. The parties attorn to the jurisdiction of the Province of Ontario in the event of any dispute under this Agreement.

Relationship of Parties. Nothing in this Agreement, its provisions or the transactions, obligations and relationships contemplated hereby shall, in and of itself, constitute any party to this Agreement as the agent, employee or legal representative for the other party hereto for any purpose whatsoever, nor shall any party to this Agreement hold itself out as such. This Agreement does not create and shall not be deemed to create a relationship of partners, joint venturers, associates or principal and agent between the parties hereto, and the parties acknowledge that they each are acting as principals hereunder.

Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future law effective during the term hereof, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

Waiver. Failure to insist upon strict compliance with any provision of this Agreement shall not be deemed a waiver of such provision or any other provision.

Relief. The parties agree that money damages alone will not be an adequate remedy for any breach of this Agreement and that each party shall be entitled to equitable relief, including an injunction and specific performance, in the event of any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees.