NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (this “Agreement”) is entered into and made effective as of
[EFFECTIVE DATE] between [COMPANY NAME] (“Company”) and [COUNTERPARTY NAME]
(“Recipient”).

Company and Recipient desire to engage in discussions regarding a potential agreement or other
transaction between the parties (the “Purpose”). In connection with such discussions, it may be necessary
for Company to disclose to Recipient certain confidential information or materials to enable the parties to
evaluate whether to enter into such agreement or transaction.

In consideration of the foregoing, the parties agree as follows:

1. Confidential Information. For purposes of this Agreement, “Confidential Information” means all
non-public, proprietary or confidential information or materials disclosed by Company to
Recipient, in oral, visual, written, electronic or other tangible or intangible form, whether or not
marked or designated as “confidential” and all notes, analyses, summaries, reports and other
materials prepared by or on behalf of Recipient that contain, are based on or otherwise reflect, to
any degree, any of the foregoing. Confidential Information also includes: (x) the fact that the parties
are in discussions regarding the Purpose and that Confidential Information has been disclosed;
(y) the existence of this Agreement; and (z) any terms, conditions or arrangements being discussed
or negotiated by the parties.

2. Obligations and Restrictions. Recipient agrees: (i) to maintain all Confidential Information in strict
confidence; (ii) not to disclose Confidential Information to any third parties; and (iii) not to use any
Confidential Information for any purpose except for the Purpose. Recipient may disclose
Confidential Information to its employees and consultants who have a bona fide need to know such
Confidential Information for the Purpose, but solely to the extent necessary to pursue the Purpose,
and for no other purpose; provided, that each such employee and consultant first executes a written
agreement (or is otherwise already bound by a written agreement) that contains use and
nondisclosure restrictions at least as protective of the Confidential Information as those set forth in
this Agreement.

3. Exceptions. The obligations and restrictions in Section 2 will not apply to any information or
materials that:

(a) were, at the date of disclosure, or have subsequently become, generally known or available
to the public through no act or failure to act by Recipient;

(b) were rightfully known by Recipient prior to receiving such information or materials from
Company;

(c) are rightfully acquired by Recipient from a third party who has the right to disclose such
information or materials without breach of any confidentiality obligation to Company; or

(d) are independently developed by Recipient without access to any Confidential Information.

4. Compelled Disclosure. Nothing in this Agreement will be deemed to restrict Recipient from
disclosing Confidential Information to the extent required by any order, subpoena, law, statute or
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regulation; provided, that Recipient uses all reasonable efforts to give Company reasonable advance
notice of such required disclosure in order to enable Company to prevent or limit such disclosure.

5. Return of Confidential Information. Upon the completion or abandonment of the Purpose, and in
any event upon Company’s request, Recipient will promptly return to Company all tangible items
and embodiments containing or consisting of Confidential Information and all copies thereof
(including electronic copies), and any notes, analyses, compilations, studies, interpretations,
memoranda or other documents (regardless of the form thereof) prepared by or on behalf of
Recipient that contain or are based upon Confidential Information.

6. No Obligations. Company retains the right, in its sole discretion, to determine whether to disclose
any Confidential Information to Recipient. In no event will Company be required to negotiate or
enter into any other agreements or arrangements with Recipient, whether or not related to the
Purpose.

7. No License. All Confidential Information remains the sole and exclusive property of Company.
Recipient acknowledges and agrees that nothing in this Agreement will be construed as granting
any rights to Recipient, by license or otherwise, in or to any Confidential Information of Company,
or any patent, copyright or other intellectual property or proprietary rights of Company, except as
specified in this Agreement.

8. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY COMPANY “AS IS”.

9. Term. This Agreement will remain in effect for a period of [NUMBER OF YEARS] years from
the date of last disclosure of Confidential Information by Company, at which time it will terminate.

10. Equitable Relief. Recipient acknowledges that the unauthorized use or disclosure of any
Confidential Information would cause Company to suffer irreparable harm and incur significant
damages, the degree of which may be difficult to ascertain. Accordingly, Recipient agrees that
Company will have the right to obtain immediate equitable relief to enjoin any unauthorized use or
disclosure of its Confidential Information, in addition to any other rights or remedies that it may
have at law or otherwise.

11. Miscellaneous. This letter agreement will be governed and construed in accordance with the laws
of the Province of [PROVINCE] and the federal laws of Canada applicable therein, excluding
conflict of laws rules. This Agreement is the complete and exclusive understanding and agreement
between the parties regarding the subject matter of this Agreement and supersedes all prior
agreements, understandings and communications, oral or written, between the parties regarding the
subject matter of this Agreement. If any provision of this Agreement is held invalid or
unenforceable by a court of competent jurisdiction, that provision of this Agreement will be
enforced to the maximum extent permissible and the other provisions of this Agreement will remain
in full force and effect. Neither party may assign this Agreement, in whole or in part, by operation
of law or otherwise, without the other party’s prior written consent, and any attempted assignment
without such consent will be void; provided that Company may assign this agreement to an affiliate
or in connection with the sale of all or substantially all of the Company’s assets or business. This
Agreement may be executed in counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument. Delivery of an executed copy of this
Agreement by facsimile or electronic transmission constitutes valid and effective delivery. Each
party agrees that electronic signatures, whether digital or encrypted, of the parties as may be
included in this Agreement are intended to authenticate this writing and to have the same force and
effect as manual signatures.
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[SIGNATURE PAGE FOLLOWS]

[COMPANY NAME] [COUNTERPARTY NAME]

Signature: Signature:

Name: Name:

Title: Title: