Confidential Information

1. All written and oral information and materials disclosed or provided by Trans-Continental Logistics Corporation (“TCL”) to the Customer under this Agreement constitutes Confidential Information regardless of whether such information was provided before or after the date of this Agreement or how it was provided to the Customer.
2. The Customer shall not make use of, acquire, or add to information about any matters and things which are confidential to TCL and which information is the exclusive property of TCL.
3. 'Confidential Information' means all data and information relating to the business and management of TCL, including but not limited to, the following:
   1. 'Customer Information' which includes names of customers of TCL, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed, or received by customers of TCL.
   2. 'Intellectual Property' which includes information relating to TCL proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
   3. 'Marketing and Development Information' which includes marketing and development plans of TCL, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future and potential strategies of TCL which have been or are being discussed.
   4. 'Business Operations' which includes internal personnel and financial information of TCL, vendor names and other vendor information (including vendor characteristics, services, and agreements), purchasing and internal cost information, internal services and operational manuals, external business contacts including those stored on social media accounts or other similar platforms or databases operated by TCL, and the manner and methods of conducting of any and all of TCL’s current or future business(s).
   5. 'Product Information' which includes all specifications for products of TCL as well as work product resulting from or related to work or projects performed or to be performed for TCL or for clients of TCL, of any type or form in any stage of actual or anticipated research and development.
   6. 'Production Processes' which includes processes used in the creation, production, and manufacturing of the work product of TCL including but not limited to, formulas, patterns, molds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs.
   7. 'Service Information' which includes all data and information relating to the services provided by TCL, including but not limited to, plans, schedules, manpower, inspection, and training information.
   8. 'Proprietary Computer Code' which includes all sets of statements, instructions or programs of TCL, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer ('Computer Programs'); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs;
   9. 'Computer Technology' which includes all scientific and technical information or material of TCL, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how.
   10. 'Accounting Information' which includes, without limitation, all financial statements, annual reports, balance sheets, asset information, liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of TCL; and
   11. Confidential Information will also include any information that has been disclosed by a third party to TCL and is protected by a non-disclosure agreement entered between the third party and TCL.

Confidential Obligations

1. Except as otherwise provided in this Agreement, the Customer must keep the Confidential Information confidential.
2. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of TCL and will only be used by TCL. The Customer will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to TCL or any associated affiliates or subsidiaries.
3. The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Customer in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and those obligations will last indefinitely.

Ownership and Title

4. The Customer acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of TCL. Accordingly, the Customer specifically agrees and acknowledges that the Customer will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trademarks or trade names, notwithstanding the fact that TCL may have created or contributed to the creation of that Confidential Information.
5. The Customer does hereby waive any moral rights that the Customer may have with respect to the Confidential Information.

Non-Solicit

1. During the Customer’s business relationship with Trans-Continental Logistics Corp. (“TCL”), and for a period of two years after the termination of the business relationship, the Customer agrees that the Customer shall not within the Province of Ontario, the Province of Quebec or the United States of America solicit orders from any business entity known by the Customer to be another customer or carrier of TCL in connection with the Confidential Information used in TCL’s business or commerce or engage in the same or similar business or commerce carried on by TCL with any competitor of TCL without the prior written consent of TCL. The Customer acknowledges and agrees that TCL has a material interest in preserving the relationships it has developed with its customers and carriers against impairment by competitive activities of a current or former customer. The Customer acknowledges and agrees that the foregoing time limit and geographical area are reasonable and properly required for the adequate protection of the business or commerce of TCL. The Customer acknowledges and agrees that in the event of a breach or threatened breach by the Customer of any of the provisions of this paragraph, TCL, in addition to and not in limitation of any other rights, remedies or damages available to TCL in law or equity, shall be entitled to an injunction in order to prevent or restrain any breach by the Customer, or by any or all of the Customer’s partners, co-venturers, employers, employees, servants, agents, representatives and any and all persons directly or indirectly acting for, on behalf of, or with the Customer.