Port Sandwich Basin Geology Report Confidentiality Agreement

THIS AGREEMENT, entered into as of May 24, 2025, by and among Interwest (Vanuatu) Ltd., and Interwest Exploration, Inc., a corporation organized and existing under the laws of the State of California in the United States of America (each and both of which are hereinafter together referred to as the “Disclosing Party”) and _________________________________________ Corporation (which is hereinafter referred to as the “Receiving Party”).

  1. In connection with the evaluation and the possible acquisition by the Receiving Party of certain rights held by the Disclosing Party under or with respect to Petroleum Prospecting Licenses between the Government of the Republic of Vanuatu and Interwest (Vanuatu) Ltd. and the areas that are the subject of said Licenses (hereinafter referred to as the “Area”), including without limitation the right to acquire, process, use and market seismic and other geophysical data, the Disclosing Party is willing, in accordance with the terms and conditions of this Agreement, to disclose to the Receiving Party certain confidential information, which is proprietary, relating to the Area which includes, without limitation, geological and geophysical data, maps, models and interpretations and also includes commercial, contractual and financial information, including without limitation the information described in Exhibit “A” attached hereto and made a part hereof (any and all of which is hereinafter referred to as the “Confidential Information”).
  2. In consideration of the disclosure referred to in paragraph 1 hereof, the Receiving Party agrees that the Confidential Information shall be kept strictly confidential and shall not be sold, traded, published or otherwise disclosed to anyone in any manner whatsoever, including by means of photocopy or reproduction, without the Disclosing Party’s prior written consent, except as provided in paragraphs 3, 4 and 5 below.
  3. The Receiving Party may disclose the Confidential Information without the Disclosing Party’s prior written consent to the extent such information is required to be disclosed by a governmental order, decree, regulation or rule (provided that the Receiving Party shall give written notice to the Disclosing Party prior to such disclosure).
  4. The Receiving Party may disclose the Confidential Information without the Disclosing Party’s prior written consent to an Affiliated Company (as hereinafter defined), provided that the Receiving Party guarantees the adherence of such Affiliated Company to the terms of this Agreement and provided that the Affiliated Company agrees in writing to be bound by this Agreement. “Affiliated Company” shall mean any company or legal entity which (a) controls either directly or indirectly the Receiving Party, or (b) which is controlled directly or indirectly by the Receiving Party, or (c) is directly or indirectly controlled by a company or entity which directly or indirectly controls the Receiving Party. “Control” means the right to exercise 50% or more of the voting rights in the appointment of the directors of such company or entity.
  5. The Receiving Party shall be entitled to disclose the Confidential Information to such of the following persons who have a clear need to know in order to evaluate the Area, provided that the Receiving Party guarantees the adherence of each such person to the terms of this Agreement and provided that each such person agrees in writing to be bound by this Agreement:
    • A) Employees, officers and directors of the Receiving Party;
    • B) Employees, officers and directors of an Affiliated Company; or
    • C) Any professional consultant or agent retained by the Receiving Party for the purpose of evaluating the Confidential Information subject to prior written approval by the Disclosing Party.
  6. The Receiving Party and its Affiliated Companies, if any, shall only use or permit the use of the Confidential Information disclosed under paragraph 4 or 5 above to evaluate the Area and determine whether to enter into negotiations concerning the acquisition of all or part of the Disclosing Party’s rights in or with respect to the Area.
  7. The Receiving Party shall be responsible for ensuring that all persons to whom the Confidential Information is disclosed under this Agreement shall keep such information confidential and shall not disclose or divulge the same to any unauthorized person.
  8. The Confidential Information shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return thereof at any time upon giving written notice to the Receiving Party. Within 5 days of receipt of such notice, the Receiving Party shall return all of the original Confidential Information and shall destroy all copies and reproductions (both written and electronic) in its possession and in the possession of persons to whom it was disclosed pursuant to paragraphs 4 and 5 hereof.
  9. If the Receiving Party acquires any of the Disclosing Party’s rights in the Area, then this Agreement shall terminate automatically on the date the Receiving Party enters into a further Agreement which contains provisions covering the Confidential Information and the confidentiality of any additional data with respect to the Area. Unless earlier terminated under the preceding sentence, the confidentiality obligations set forth in this Agreement shall terminate ten (10) years after the date of this Agreement.
  10. The Receiving Party agrees not to take any action, and will not take any action, to interfere with the rights of the Disclosing Party under the Petroleum Prospecting Licenses or otherwise in or with respect to the Area.
  11. The Disclosing Party hereby represents and warrants that it has the right and authority to disclose the Confidential Information to the Receiving Party. The Disclosing Party, however, makes no representations or warranties, express or implied, as to the quality, accuracy and completeness of the Confidential Information disclosed hereunder, and the Receiving Party expressly acknowledges the inherent risk of error in the acquisition, processing and interpretation of geological and geophysical data. The Disclosing Party, its Affiliated Companies and their officers, directors and employees shall have no liability whatsoever with respect to the use of or reliance upon the Confidential Information by the Receiving Party.
  12. This Agreement shall be governed by and interpreted in accordance with the internal laws of the State of California, United States of America, without regard to conflicts of law principles that would result in the application of the law of another jurisdiction. Any action for breach of or otherwise with respect to the Agreement shall be brought in the Superior Court of the State of California, for the County of Los Angeles, or in the United States District Court for the Central District of California.
  13. The Receiving Party agrees that money damages would not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party will be entitled to injunctive relief, specific performance and/or any other appropriate equitable remedies for any such breach. Such remedies shall not be deemed to be exclusive, but shall be in addition to all other remedies available at law or in equity. The prevailing party in any action for breach hereof will be entitled to payment and recovery of its attorneys’ fees and costs, including without limitation expert witness and consultant fees and costs.
  14. Nothing contained herein confers or is intended to confer upon the Receiving Party any right whatsoever to any of the Disclosing Party’s rights under the Petroleum Prospecting Licenses or otherwise in or with respect to the Area.
  15. No amendments, changes or modifications to this Agreement shall be valid unless they are in writing and signed by each of the Parties or duly authorized representatives of each of the Parties hereto.
  16. This Agreement comprises and contains the full and complete Agreement of the Parties hereto with respect to disclosure of the Confidential Information and supersedes and cancels all prior communications, understandings and agreements between the Parties hereto, with respect thereto, whether written or oral, expressed or implied.

IN WITNESS WHEREOF, the Parties and duly authorized representatives of the Parties have caused this Agreement to be executed as of the date first written above.

Disclosing Party: Interwest (Vanuatu) Ltd.

By: Floyd L. Cardinal, President
Date: Saturday May 24, 2025

Receiving Party: Please check the box below.
Date: Saturday May 24, 2025

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