Discount
Shipping Storage and Logistics Network
Confidential Information Protection Policy
Updated: October 14, 2008
What this Confidential
Information Protection Policy Covers
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This policy applies to any business or corporate information that
may be considered of a confidential or proprietary nature. Confidential
information means any information disclosed to by one party to the other,
either directly or indirectly in writing, orally or by inspection of tangible
or intangible objects, including without limitation documents, business plans,
source code, software, documentation, financial analysis, marketing plans,
customer names, customer list, customer data. Confidential Information may also
include information disclosed to a party by third parties at the direction of a
Disclosing Party. Confidential Information shall not, however, include any
information which DSSLN can establish (i) was publicly known and made generally
available in the public domain prior to the time of disclosure; (ii) becomes
publicly known and made generally available after disclosure through no action
or inaction of Receiving Party; or (iii) is in the possession of Receiving
Party, without confidentiality restrictions, at the time of disclosure by the
Disclosing Party as shown by Receiving Party�s files and records immediately
prior to the time of disclosure. The party disclosing the Confidential
Information shall be referred to as �Disclosing Party� in the Agreement and the
party receiving the Confidential Information shall be referred to as �Receiving
Party� in the Agreement.
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This Protection Policy does not cover the treatment of personally
identifiable information that DSSLN collects when you are on the DSSLN Website,
and when you use the DSSLN Services which is covered under the DSSLN Privacy
Policy.
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This Protection Policy does not apply to the practices of
companies that DSSLN does not own or control or to people that DSSLN does not
employ or manage, including without limitation, any DSSLN affiliates or business
partners.
Information Collection and Non-disclosure
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DSSLN agrees not to use any Confidential Information for any
purpose except to evaluate and engage in discussions concerning a potential
business relationship between the parties hereto. Receiving Party agrees not to
disclose any Confidential Information to third parties or to its employees,
except to those employees who are required to have the information in order to
evaluate or engage in discussions concerning the contemplated business
relationship. DSSLN shall not reverse engineer, disassemble or decompile any
prototypes, software or other tangible objects which embody the Disclosing
Party's Confidential Information and which are provided to DSSLN hereunder.
Maintenance of Confidentiality
Information
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DSSLN agrees that it shall take all reasonable measures to protect
the secrecy of and avoid disclosure and unauthorized use of the Confidential
Information. Without limiting the foregoing, Receiving Party shall take at
least those measures that Receiving Party takes to protect its own most highly
confidential information and shall have its employees, if any, who have access
to Confidential Information sign a non-use and non-disclosure agreement in
content substantially similar to the provisions hereof, prior to any disclosure
of Confidential Information to such employees. DSSLN shall not make any copies
of Confidential Information unless the same are previously approved in writing
by the Disclosing Party. DSSLN shall reproduce the Disclosing Party�s proprietary
rights notices on any such approved copies, in the same manner in which such
notices were set forth in or on the original. DSSLN shall immediately notify
the Disclosing Party in the event of any unauthorized use or disclosure of the
Confidential Information.
Return of Confidential Materials
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All documents and other tangible objects containing or
representing Confidential Information and all copies thereof which are in the
possession of DSSLN shall be and remain the property of the Disclosing Party and
shall be promptly returned to the Disclosing Party upon the Disclosing Party�s
request.
Term of This Agreement
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This Agreement shall survive indefinitely from the date of
disclosure of the Confidential Information and can only be overridden after a
written consent by both parties.
Miscellaneous
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This Agreement shall bind and inure to the benefit of the parties
hereto and their successors and assigns. This Agreement shall be governed by
the laws of Toronto, Ontario, without reference to conflict of laws principles.
This document contains the entire agreement between the parties with respect to
the subject matter hereof. Any failure to enforce any provision of this
Agreement shall not constitute a waiver thereof or of any other provision
hereof. This Agreement may not be amended, nor any obligation waived, except by
a writing signed by both parties hereto. Any and all disputes arising under or
related to this Agreement shall be adjudicated exclusively in Toronto, Ontario.