AT ITS EXISTING FACILITY TO
ACCOMMODATE A STAFF OF SIX WITH ALL OFFICE EQUIPMENT AND OTHER CAPABILITIES AND
RESOURCES AS SPECIFIED ON SCHEDULE 8.3. PROGINET WILL PROVIDE SERVICES
IDENTIFIED IN THE TRANSITION PLAN AT NO COST TO BLOCKADE.
9.
ESCROW
FOR PURPOSES OF OFFSET TO ANY OTHER MONIES DUE
TO PROGINET FROM THE RECONCILIATION AND FOR INDEMNIFYING PROGINET FROM ANY
BREACH BY BLOCKADE OF ITS REPRESENTATIONS, WARRANTIES, OR COVERENTS CONTAINED IN
THIS AGREEMENT $(CDN) $635,770 OR (U.S) $514,624 OF THE PURCHASE CONSIDERATIONS
SHALL BE DELIVERED TO MOSES & SINGER LLP AS ESCROW AGENT SUCH AMOUNT TO BE HELD
PURSUANT TO THE TERMS OF AN ESCROW AGREEMENT IN SUBSTANTIALLY THE FORM OF
SCHEDULE 9 ATTACHED HERETO BY AND AMONG PROGINET, BLOCKADE AND THE ESCROW AGENT
(THE "ESCROW AGREEMENT").
BLOCKADE AGREES TO PROVIDE ALL PPSA (PERSONAL PROPERTY SECURITY ACT) FORMS FOR
ALL LIENS AGAINST ASSETS BEING TRANSFERRED IN THIS TRANSACTION.
PROGINET
RESERVES THE RIGHT TO AUTHORIZE THE USE OF ANY ESCROW FUNDS TO OFFSET ANY BONA
FIDE LIENS/LIABILITIES NOT SATISFIED BY BLOCKADE WITHIN THE 30 DAYS AFTER THE
"EFFECTIVE DATE" AND ACCORDINGLY REDUCE FUTURE REMITTANCE THAT WOULD BE DUE.
11
10.
NON-COMPETE; NON SOLICITATION
10.1
NEITHER PARTY SHALL DISCLOSE OR USE, AND EACH OF THE PARTIES SHALL CAUSE
ITS REPRESENTATIVES NOT TO DISCLOSE OR USE, DURING THE TERM OF THIS AGREEMENT
AND FOR A PERIOD OF THREE (3) YEARS FOLLOWING TERMINATION OF THIS AGREEMENT, ANY
CONFIDENTIAL INFORMATION (AS DEFINED BELOW) FURNISHED, OR BE FURNISHED, TO IT
(THE "RECEIVING PARTY") OR ITS REPRESENTATIVES BY THE OTHER PARTY (THE
"DISCLOSING PARTY") OR ITS REPRESENTATIVES IN CONNECTION HEREWITH AT ANY TIME OR
IN ANY MANNER OTHER THAN IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT EXCEPT AS REQUIRED BY PUBLIC COMPANIES DISCLOSURE REQUIREMENTS,
AND EXCEPT TO THEIR RESPECTIVE LENDERS, INVESTORS, ACCOUNTANTS, COUNSEL, AND
ADVISORS ON A NEED TO KNOW BASIS.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE RECEIVING PARTY UNDERTAKES THAT IT SHALL NOT USE, PROVIDE,
FURNISH, DISCLOSE OR PERMIT THE USE, PROVISION, FURNISHING OR DISCLOSURE OF ANY
PART OF THE CONFIDENTIAL INFORMATION EXCEPT AS PERMITTED HEREUNDER, AND FURTHER
AGREES THAT:
10.1.1
THE CONFIDENTIAL INFORMATION SHALL BE DISCLOSED TO ONLY THOSE
REPRESENTATIVES OF THE RECEIVING PARTY WHO REQUIRE ACCESS TO SAME FOR THE
PURPOSES PERMITTED HEREUNDER AND WHO HAVE A "NEED TO KNOW" SAME IN FURTHERANCE
OF SUCH PURPOSES.
IN CONNECTION THEREWITH, THE RECEIVING PARTY SHALL APPRISE
ALL OF ITS REPRESENTATIVES OF THE OBLIGATIONS CONTAINED HEREIN PRIOR TO THE
DISCLOSURE TO THEM OF ANY PART OF THE CONFIDENTIAL INFORMATION; AND
10.1.2
IT SHALL TAKE REASONABLE STEPS, AT LEAST SUBSTANTIALLY
EQUIVALENT TO THE STEPS IT TAKES TO PROTECT ITS OWN PROPRIETARY INFORMATION, TO
PRESERVE THE SECRECY AND CONFIDENTIALITY OF THE CONFIDENTIAL INFORMATION.
10.2
NOTWITHSTANDING SECTION 10.1.1, IN THE EVENT THAT THE RECEIVING PARTY
OR ANY OF ITS REPRESENTATIVES ARE REQUIRED (BY ORAL QUESTIONS, INTERROGATORIES,
REQUESTS FOR INFORMATION OR DOCUMENTS IN LEGAL PROCEEDINGS, SUBPOENA, CIVIL
INVESTIGATIVE DEMAND OR OTHER SIMILAR PROCESS, OR OTHERWISE BY LAW) TO MAKE ANY
DISCLOSURE OF THE CONFIDENTIAL INFORMATION, THE