Nondisclosure Agreement

By accessing Instant Quote System, you agree that your access to, and use of the Instant Quote System will be subject to the conditions set forth in this legal notice and all applicable laws.

Here after Instant Quote System is referred to as (the “IQS” ) and these terms and conditions of use are a legal agreement between the user and/or you (“you”) and presidential Air Inc, here after referred to as (“Presidential Air”) and apply to and govern your use of and access to this system.

By accessing the Presidential Air’s IQS as well as Corporate Information, you agree that your access, and use of the IQS will be subject to the following terms and conditions, please review them before using this system. Your use and access of IQS indicates your acceptance to these Terms of use and that you accept to be legally bound by them.

Instant Quote System Confidentiality and Nondisclosure Agreement

Between

You And Presidential Air Inc.

This Confidentiality Agreement (the “Agreement”) is entered into and is effective as of the date that the quotation was generated by IQS by Presidential Air Inc, an Ontario/Canada corporation and You.

WHEREAS, Presidential Air Inc, IQS, together with its shareholders, subsidiaries and affiliates, existing now or in the future (“PRESIDENTIAL AIR”) and the user and/or you, together with its shareholders, subsidiaries and affiliates, existing now or in the future (“You”), are and will be the owners of certain valuable Confidential Information (as defined below); and

WHEREAS, both PRESIDENTIAL AIR and You wish to keep confidential all such information it owns; and

WHEREAS, in the course of discussions between the parties for the purpose of evaluating the desirability of entering into one or more business ventures or transactions together, and in the course of any such ventures or transactions, certain of such Confidential Information of PRESIDENTIAL AIR has already been, or in the future will or may be, accessed by, furnished to, or obtained by You, and certain of such Confidential Information of You have already been, or in the future will or may be, accessed by, furnished to, or obtained by PRESIDENTIAL AIR,

and

WHEREAS, each of the parties acknowledges that but for the execution of this Agreement by the other, it would not enter into or continue in such business ventures or transactions together, and each of the parties agrees to comply with the terms of this Agreement;

NOW THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the parties agrees as follows:

  1. DEFINITION OF CONFIDENTIAL INFORMATION
    1. With respect to its owner (“Presidential Air”) “Confidential Information” includes all disclosures, information and materials, whether oral, written or otherwise, about the Presidential Air (including but not limited to information learned by the other party (“Recipient”, ”You”) from the Presidential Air, its IQS, employees or agents, or through inspection of property owned or controlled by the Presidential Air, including software and documents, or the premises of any facility of the Presidential Air) which have already been or will be accessed by, furnished to or obtained by the Recipient, including, without limitation: (i) information of a business nature (including, without limitation, asset and liability information, business plans, costs, customer lists, financial statements, forecasts, market information, prices, product information, projections, purchasing information, sales information and supplier lists); (ii) information of a technical nature (including, without limitation, computer software, programs, source or object code, user manuals, documentation, designs, discoveries, drawings, formulas, inventions, know-how, labelling, manufacturing information, methods, packaging, processes, proprietary information, specifications, techniques, testing data and trade secrets); and (iii) information related to future developments (including, without limitation, future marketing or merchandising plans or ideas, new product ideas or development and research and development).
    2. Confidential Information does not include information: (i) that the Recipient can demonstrate by written or other tangible evidence to have rightfully possessed prior to disclosure to Recipient by the Presidential Air; (ii) that is independently developed by Recipient without the use of any Confidential Information; or (iii) that Recipient obtains in good faith from a third party who has the independent right to transfer or disclose such information.
  2. USE/DISCLOSURE. Recipient covenants and agree that, neither it nor any of its directors, officers, agents, affiliates, employees, lenders, advisors or representatives (collectively, “Representatives”) will disclose, publish, or disseminate the Confidential Information of the Presidential Air to anyone, and each party agrees as Recipient to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of the Confidential Information of the Presidential Air. Recipient agrees to be the Recipient of Confidential Information only for the purposes of evaluation in connection with prospective ventures or transactions between the parties, or for the purposes of such ventures or transactions. Except in connection with such purposes, Recipient agrees not to use the Confidential Information of the Presidential Air for its own compete benefit or that of any third party, or to the detriment of the Presidential Air or any third party without prior written approval of an authorized representative of the Presidential Air in each instance.
  3. RETURN. Upon the request of a Presidential Air at any time, each party as Recipient agrees to immediately deliver to the Presidential Air all of its Confidential Information (including, without limitation, all analyses, copies, extracts or summaries thereof or based thereon and all other like documents or information related to or derived from such Confidential Information) in the Recipient’s possession or in the possession of any of its Representatives. Redelivery shall not relieve either party as the Recipient of its obligations of confidentiality under this Agreement.
  4. NONDISCLOSURE OF RELATIONSHIP. Recipient shall not make any public announcement, statement or release to any third party (including, without limitation, any competitor, customer, supplier, the press or any trade publication) in connection with or in any way relating to the fact that the parties are in discussions with each other, or have concluded an agreement, without prior written approval by the other party, or as otherwise specified in any subsequent agreement between the parties.
  5. OWNERSHIP. All Confidential Information, and any Derivative thereof, remains the property of the Presidential Air; and no license or other right to Confidential Information is granted or implied by this Agreement. For purposes of this Agreement, “Derivative” shall mean: (i) for copyrightable or copyrighted material, any translation, abridgement, revision or other form in which existing work may be recast, transformed or adapted; (ii) for patentable or patented material, any improvements thereon; and (iii) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected by copyright, patent and/or trade secret.
  6. NON-SOLICITATION. Before and during the period PRESIDENTIAL AIR and Recipient enter into any venture or transaction together, if any, and for one year after the conclusion of the last such venture or transaction, and in any event for no less than five (05) years from the date of this Agreement, neither party shall, directly or indirectly, either for its own account or as a partner, officer, employee, agent or otherwise solicit for business or employ any employee and/or subcontractor of the other, or any candidate, presented by one party to the other party.
  7. EQUITABLE RELIEF. Each party hereby acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm and significant injury to the Presidential Air in an amount that may be difficult to ascertain. Accordingly, each party agrees that the other will have the right as Presidential Air to obtain immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.
  8. SEVERABILITY. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall continue to be valid and enforceable as though the invalid or unenforceable parts had not been included; except that in the event that any provision relating to a time period shall be declared by a court of competent jurisdiction to exceed the maximum time period such court deems reasonable and enforceable, the agreed-upon time period shall be deemed to be the maximum time period which such court deems reasonable and enforceable.
  9. ENTIRE AGREEMENT; GOVERNING LAW. This Agreement constitutes the entire agreement with respect to the Confidential Information and supersedes all prior contemporaneous oral or written agreements concerning the Confidential Information. This Agreement may not be amended except by written agreement signed by authorized representatives of both parties. This Agreement will be governed by and construed in accordance with the laws of Ontario, Canada, without regard to its conflict of laws provisions. Any legal action to enforce the terms of this Agreement shall be brought only in the state or federal courts, as applicable, sitting in Ontario.
  10. TERM: This Agreement shall remain in effect for a period of five (05) years from the date of disclosure of Confidential Information, except as otherwise provided in section 6 (six).