Welcome to the Home of The Transportation Software Company

THIS AGREEMENT which becomes effective immediately upon clicking the "I Accept" button below, by and between The Transportation Software Company Inc. (TSC), with offices at 1074 Wickson Way, Milton, ON, L9T6X8, and the party ("Investor"), is to assure the confidentiality or proprietary status of information to be disclosed (or made available at a later date to the other party to this Agreement in connection with the information to be disclosed on this password protected website) to the Investor that is proprietary to TSC. Such information includes, but is not limited to business, marketing, financial projection and analysis' and product development plans

WHEREAS, the parties desire to assure the confidential and proprietary status of the information which may be disclosed to the other party;

NOW THEREFORE, in reliance upon and in consideration of the following undertakings, the parties, for themselves, their subsidiaries and their affiliates, agree as follows:

1. All confidential information disclosed either in writing or on this password protected website to the Investor by TSC shall be deemed to be confidential and proprietary (hereinafter referred to as "Proprietary Information") for a period of five (5) years after receipt thereof
2. For purposes of this Agreement, "Owner" means the party disclosing Proprietary Information, whether such party is TSC or the Investor, and "Recipient" means the party receiving any Proprietary Information hereunder, whether such party is TSC or the Investor.
3. All Proprietary Information of the Owner obtained by the Recipient in connection with its dealings with Owner shall remain the property of the Owner and shall be used by the Recipient solely for the purposes of evaluating a possible negotiated transaction between Owner and Recipient and, in the event an agreement between the parties with respect to such transaction (a "Definitive Agreement") is reached, performing such party's duties and obligations under such Definitive Agreement. Recipient acknowledges and agrees that the disclosure of the Proprietary Information of Owner to Recipient does not confer upon Recipient any license, interest or rights of any kind in or to the Proprietary Information.
4. Except as otherwise expressly set forth in this Agreement, Recipient will hold in confidence and not disclose, reproduce, distribute, transmit, or transfer, directly or indirectly, in any form, by any means, or for any purpose, the Proprietary Information of the Owner or any portion thereof. Recipient may disclose the Proprietary Information only to its attorney, accountants and advisors to the extent such persons have a need to know such information for the purposes of evaluating the potential transaction.
5. Upon request by Owner prior to the execution of the Definitive Agreement or thereafter in accordance with the terms of the Definitive Agreement, Recipient shall return to Owner or destroy any Proprietary Information of the Owner in its possession or control and in all types of media and computer memory, and shall destroy any notes, memorandum, projections, reports or other documents prepared by the Recipient that contain or otherwise reflect Proprietary Information of the Owner.
6. It is understood that the term "Proprietary Information" does not include information which:
   • A. is now or in the future becomes generally known to the public through no fault of the party to this Agreement who has received such information;
   • B. prior to disclosure hereunder, is properly within the legitimate possession of the party to this Agreement who has received such information, without any restriction on disclosure;
   • C. subsequent to disclosure hereunder, the information is lawfully received from a third party having rights to disseminate the information and without any restriction on disclosure;
   • D. is obligated to be produced under order of a court of competent jurisdiction provided however that the other party to this Agreement is given sufficient notice of such action in order to attempt to obtain a protective order.
7. No contract or agreement providing for any transaction shall be deemed to exist between Recipient and Owner unless and until a final Definitive Agreement has been executed and delivered. Nothing in this Agreement shall constitute or be deemed to constitute an agreement between the parties hereto or constitute or be deemed to constitute one party as agent of the other, for any purpose whatsoever, and neither party shall have the authority or power to bind the other, or to contract in the name of or create a liability against the other, in any way or for any purpose unless and until a definitive Agreement is reached.
8. Recipient acknowledges and agrees that any breach of the covenants contained in this Agreement will cause Owner immediate and irreparable harm and that remedies at law for any such breach of are inadequate. Accordingly, Owner shall be entitled to seek to obtain injunctive relief for any breach of this Agreement by Recipient. Nothing contained herein shall be construed as limiting Owner's right to any other remedies at law including the recovery of damages for breach of this Agreement.
9. As used herein, "Confidential Information" means information that is of value to its owner and is treated as confidential; and "Proprietary Information" includes, without limitation, technical and non-technical data, methods, techniques, financial data, financial plans, products plans, or lists of actual or potential customers or suppliers, as well as the terms and conditions of this Agreement and the Definitive Agreement.
10. This Agreement shall be governed by the laws of the state of Ontario, Canada and there are no understandings, agreements or representations, expressed or implied, not specified herein. This Agreement may not be amended except in writing.
11. Any notice provided in connection with this Agreement shall be given in writing by certified mail, prepaid, return receipt requested, directed to the parties at the following address, and shall be deemed to have been received as of five (5) days after the mailing of such notice.