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NON-DISCLOSURE UNDERTAKING

(the “Undertaking”)

In accepting these conditions, you recognize that you have enquired from Transat Distribution Canada Inc. (“TDC”, “we” or “us”) information regarding our “Agent@Home” program (the “Program”). The purpose of this Undertaking is to insure the confidentiality and non-disclosure of discussions, and of any Confidential Information (defined below)

In consideration of access to this Confidential Information, and as a condition to such disclosure, you agree as follows:

  1. Confidential Information. “Confidential Information” shall include certain confidential information concerning the Program and/or TDC, including but not limited to, financial projections, marketing and business plans, information relating to its website, content, research, development, branding, reports, surveys, analyses, studies, computer applications and programs, computer specifications, trade secrets and know-how, business methods, business processes, strategies, and other proprietary data. Confidential Information includes written information and also information transferred orally, visually, electronically or by any other means. The fact that such information has been delivered to you or us, that you are considering joining the Program, that discussions or negotiations have occurred or are occurring regarding the Program, and the status of any such discussions or negotiations, are considered Confidential Information.
  2. Non-Disclosure. The parties shall keep all Confidential Information secret and confidential and shall not, without the prior written consent of the other, disclose it to anyone except to a limited group of TDC’s employees, directors, officers, agents and outside financial and legal advisors (“Representatives”) who are actually engaged in the Verification process and need to know such Confidential Information to perform the evaluation of your application to the Program, each of whom must be advised of the confidential nature of the Confidential Information and of the terms of this Undertaking and must agree to abide by such terms.
  3. Necessary Disclosure. If you are an employee, either part or full time, or if you are an independent contractor for a travel agency that is affiliated, or a franchisee of TDC (a “TDC Member Agency”) your interest in joining the Program will be disclosed to the TDC Member Agency prior to the execution of the contract providing your entry into the Program. In signing the present Undertaking, you acknowledge and assure TDC that you are not contractually bound to avoid competing against any TDC Member Agency. You acknowledge that this disclosure is necessary for your entrance into the Program, and shall not be considered Confidential Information as per section 1. TDC accepts no responsibility whatsoever for any consequences, whether direct or indirect, that result from such disclosure to the TDC Member Agency on TDC’s part.
  4. No Representations or Warranties. You understand that we have endeavored to include in the Confidential Information those materials which we believe to be reliable and relevant for the purpose of our evaluation, but acknowledge that we make no representation or warranty as to the accuracy or completeness of the Confidential Information, and therefore accept no liability arising out of the use of such information.
  5. No Contract. The parties hereto also acknowledge and agree that no contract or agreement providing your entry into the Program shall be deemed to exist between the parties, and they hereby waive any legal obligation or claims (including, without limitation, breach of contract) in connection with the Program, unless and until a Final contract or Agreement providing your entry into the Program has been executed.
  6. Governing Law. Your acceptance and the terms of this undertaking shall be governed by the laws of the Province of Quebec, You acknowledge that in event of litigation involving the present Undertaking, the parties elect Montreal, Quebec as the competent jurisdiction.