Confidentiality Agreement

All Confidential Information disclosed (in whatever form and including but not limited to oral disclosures) by or on behalf of the Disclosing Party to the Recipient and all documents and reports generated by the Recipient based thereon shall be treated by the Recipient as confidential and shall not be disclosed or made available by the Recipient to any third party (other than to its employees, directors, and professional advisers who have a need to know) without the Disclosing Party’s prior written consent. The Recipient hereby agrees to use any and all information disclosed to it by or on behalf any Disclosing Party and all documents and reports generated by the Recipient based thereon for the Purpose and for no other purpose whatsoever, except with the Disclosing Party’s prior written consent.  The Recipient shall ensure that each of its employees, directors, and professional advisers to whom any information is disclosed to by or on behalf of the Disclosing Party is fully aware of and complies with the restrictions placed upon the Recipient under this Agreement.

Conflict of Interest Policy

Purpose.  The purpose of these guidelines is to establish a standard of conduct applicable to personnel of Wellsite Masters.  This standard of conduct is required for public confidence, to ensure the maintenance of the integrity of Wellsite Masters and to promote Wellsite Master’s goals.  Notwithstanding other personal professional or business activities, personnel of Wellsite Masters have a duty to act in the best interests of Wellsite Masters and to make objective decisions on the strategic investment of public resources in pursuit of the goals and objects of Wellsite Masters.

Conflict of Interest. A conflict of interest is a situation where an individual, or the organization he or she represents or has an interest in, has a real, potential or perceived, direct or indirect competing interest with Wellsite Master's activities. This competing interest may result in the individual, or other related to them or entities in which they have an interest, being in a position to benefit from the situation or in Wellsite Masters not being able to achieve a result which would be in the best interest of Wellsite Masters.  Conflict under this policy shall be interpreted broadly.
General Principles. In carrying out their duties, personnel of Wellsite Masters shall:

a.         Ethical Standards
Act with honesty and uphold the highest ethical standards in order to honor and enhance public confidence in Wellsite Master's ability to act in the public interest and for long term public good.

b.         Public Scrutiny
Perform their official duties and arrange their private affairs in a manner that will bear the closest public scrutiny, an obligation that is not necessarily fully discharged by simply acting within the law.

c.         Decision-Making
In fulfilling their official duties and responsibilities, make decisions in the interest of Wellsite Masters, with a view to the public interest, and with regard to the merits of each case.

d.         Private Interests
Disclose fully any private interests that could be affected by Wellsite Masters actions or that could put ethical practice at risk.

e.         Public Interest
Arrange their private affairs in a manner that will prevent real, potential or apparent conflicts of interest from arising; but if such a conflict does arise between the private interests of an individual and the official duties and responsibilities of that individual, the conflict shall be disclosed and resolved in favor of the interest of Wellsite Masters.

f.          Gifts and Benefits
Not solicit or accept transfer of economic benefit, other than incidental gifts, customary hospitality, or other benefits of nominal value from persons, groups or organizations having, or likely to have, dealings with Wellsite Masters unless the transfer is pursuant to an enforceable contract or property right of the Governing Council member.

g.         Preferential Treatment
Not step out of their official roles to assist private entities or persons in their dealings with Wellsite Masters where this would result in preferential treatment to any person or organization.

h.         Insider Information
Not knowingly take advantage of, or benefit from, material information that is not generally available to the public that is obtained in the course of their official duties and responsibilities.

i.          Wellsite Masters Property
Not directly or indirectly use, or allow the use of Wellsite Masters property of any kind, for anything other than officially approved activities

j.          Post Wellsite Masters Activity
Not act, after they leave Wellsite Masters, in such a manner as to take improper advantage of their previous office.

Policies
Any conflict which may arise between an individual and Wellsite Masters shall be resolved in favor of Wellsite Masters’ best interest.

Conflicts.  Staff of Wellsite Masters must not have a business, commercial or financial interest in any transaction or initiative which would conflict with the conduct of their duties within Wellsite Masters, the best interests of Wellsite Masters or the carrying out of Wellsite Masters’ objectives.  This includes, without limit, interests in entities funding research or entities which may have an interest in the outcome of Wellsite Masters’ activity.

Obligations to Others.  Personnel of Wellsite Masters must not be compromised by obligation to anyone who may benefit from the individual's special consideration with respect to Wellsite Masters matters.

Commitments.  Personnel of Wellsite Masters must ensure that their actions do not commit Wellsite Masters to unreasonable financial or other liabilities and that all commitments and actions on behalf of Wellsite Masters are made according to Wellsite Masters’ policies and regulations.

General Conflict Disclosure.  All activities involving business, commercial or financial interests, whether real, potential or apparent, which may conflict with the interest of Wellsite Masters or the duties of the individual, must be promptly disclosed to Wellsite Masters.

Influence.  Personnel of Wellsite Masters must not use his or her position or influence to secure employment, funding or special treatment for family members or business associates.

Disclosure Procedure and Criteria

Disclosure.  Disclosure of a conflict of interest, whether real, potential or apparent, must take place as soon as the individual becomes aware of the conflict. 

General Notice.  A written notice to Wellsite Masters shall be sufficient declaration of interest with respect to any contract.

Confidential Notice.  In the event that the matter to be disclosed is of a confidential or sensitive nature which would cause undue prejudice through open disclosure, then such matters may be disclosed in confidence.  If, after receiving such disclosure it is determined that such matters are not of a confidential or sensitive nature or that the principles or interests of Wellsite Masters would not be fulfilled without full and open disclosure, then the disclosing individual of same and give such individual the opportunity to make such full disclosure.  If the affected individual fails to make such disclosure, it shall then be considered a breach of this policy.

Final Determination.  Wellsite Masters shall determine in each case whether or not a disclosed interest is acceptable and may continue.  The criteria for acceptability may vary and may include, without limit, those principles considered relevant by Wellsite Masters.

Remedy.  Where a disclosed interest is determined to be unacceptable by Wellsite Masters, the conflict shall be amended to remove the offending provisions or be terminated, such determination to be made by Wellsite Masters.

Exceptions
Relief.  The following factors alone will not invalidate a relationship between Wellsite Masters and an individual (or an enterprise in which the individual has an interest):

1. the fact that the individual has an interest in such relationship; or
2. the fact that Wellsite Masters with an interest in the contract or situation attended a meeting at which a decision about the relationship was made;

So long as the situation was reasonable and fair to Wellsite Masters at the time it was approved, such reasonability to be determined Wellsite Masters, absent the individual involved.

Dissemination of this Policy

Dissemination.  Personnel of Wellsite Masters shall be informed of this policy.

Re-Affirmation.  This policy shall be re-affirmed annually at a meeting and shall form part of the minutes and record of that meeting.

Compliance by Others.  Personnel of Wellsite Masters must use reasonable efforts to ensure that the activities of other individuals in Wellsite Masters comply with Wellsite Masters’ policies and guidelines.

Consequences

Reservation of Right.  Where an individual fails to disclose a conflict or an interest according to this policy or according to other laws or regulations in Canada, Wellsite Masters reserves all rights which it may have to deal with the contract or conflict and individual involved.

Consequences.  Failure to comply with these policies may lead to disciplinary measures which may include removal from the position the individual holds in Wellsite Masters.  In certain circumstances, conflicts of interest may lead to legal claims being made against the individuals involved.