Agreement

Term and Territory

This Agreement may be terminated by anyone of the Parties upon reception by the other Party of a ninety (90) day written notice to that effect.

Under the Agreement, Tactex is authorized to license and use the Products in Canada.

Each Party acknowledges that it does not have an exclusive arrangement and that the other Party may have other agreements with regards to products similar to those provided by the other Party’s counterparts.

If terminated, Tactex agrees to immediately remit to Epcylon any and all materials, documents, trademarks, intellectual property, provided with regards to the Products.

Payment

Tactex agrees to pay to Epcylon those fees and charges set forth in Schedule B hereto.

Tactex agrees to pay within thirty (30) days of its receipt of a detailed invoice from Epcylon, all undisputed amounts owed to Epcylon under this Agreement via electronic wire transfer to Epcylon’s bank account. Epcylon shall prepare invoices each calendar quarter.

Training and Support

Software upgrades

Tactex’s obligations

In connection with this Agreement, Tactex acknowledges and agrees to:

Use its best efforts to use Products in accordance with the terms of this Agreement and to conform to the best of his abilities with the rules, policies and instructions of Epcylon, and any and all applicable securities regulations;

Use the Products in compliance with all applicable laws with respect to the activities contemplated by this Agreement;

Only use the intellectual property of Epcylon only in accordance of this Agreement;

Notify Epcylon immediately when it has any actual knowledge of any violation of its image or questionable use of Epcylon’s Intellectual Property or Products.

Epcylon’s obligations

Epcylon agrees as follows:

To provide Tactex with reasonable documentation and information, when required, to enable Tactex to use the Products;

To comply with applicable regulatory and legal obligations.

Intellectual Property

Confidentiality

Each Party acknowledges that all information received by it from the other Party, including but not limited to the content of this Agreement, as well as information regarding the Products, or the clients of a Party or any other information that either Party shall continue to receive are of a confidential nature, which includes trade secrets, which are the exclusive property of the Party disclosing such information (the “Confidential Information”).

Each Party undertakes to use the Confidential Information received for the sole purpose of this Agreement, in accordance with its terms and conditions and undertakes to respect the confidential nature of the Confidential Information for the Term and at all times after the termination of this Agreement.

Each Party undertakes not to disclose the Confidential Information to a third party, for any reason whatsoever, unless compelled to do so by law or by a court order.

Each Party agrees to use reasonable commercial efforts to return to the other or destroy, on termination of this Agreement and upon the disclosing Party’s written demand, the originals as well as any copies of any printed or electronic Confidential Information received or provided by the disclosing Party that such receiving Party may have in its possession and undertakes to keep no copies. It is acknowledged by each Party that copies of Confidential Information retained in electronic document archives or backups may be difficult to destroy or return, and a Party hereto shall only be obligated to use reasonable efforts to identify and destroy such information.

Each Party shall be liable to the other for any damages, direct or indirect, resulting from unauthorized use or disclosure of the Confidential Information or breach of this Agreement through the fault or negligence of such receiving Party and shall undertake full responsibility in accordance with this Agreement and the applicable laws and regulations.

Non-Compete

Liability

With the exception of any liabilities arising under Section 12.2 hereof, Tactex shall indemnify and hold harmless Epcylon, its directors, officers, employees and authorized representatives against any and all claims, demands, suits or loss, including all costs connected therewith, and for any damages which may be asserted, claimed or recovered against or from Epcylon, its directors, officers, employees and authorized representatives, which arises out of or is in any way from a breach of Tactex’ obligations under this Agreement.

Notwithstanding the foregoing or anything to the contrary, Epcylon hereby represents and warrants to Tactex that the Products and/or any component thereof (including without limitation any data or information) or Tactex's use of the Product or any component thereof will not constitutes a misappropriation of, or infringement upon, any patent, trademark or copyright of a third party. Epcylon will indemnify, defend and hold Tactex, its directors, officers, employees or agents harmless from and against any claim, suit or proceeding brought against Tactex, its directors, officers, employees or agents alleging that the Products or any component thereof (including without limitation any data or information made available to Tactex hereunder) or Tactex’ use of the Product or any component thereof (including without limitation any data or information made available to Tactex hereunder) constitutes a misappropriation of, or infringement upon, any patent or copyright of a third party. This section shall survive any termination or expiration and non-renewal of this agreement.

General Provisions

This Agreement may not be assigned by either Party hereto without the written consent of the other, except to an affiliate of a Party or as part of any corporate reorganization, including, without limitation, any merger, consolidation acquisition or amalgamation in which all or substantially all of its assets or equity ownership are transferred or as part of any sale of all or substantially all of the capital stock or assets.

This Agreement shall be binding upon the Parties, their respective heirs, executives, successors and permitted assigns.

This Agreement is governed by and will be construed in accordance with the laws of the Province of Québec and the laws of Canada applicable therein.

The Parties hereby attorn the exclusive jurisdiction of the provincial and federal courts located in the city of Montreal, Quebec in relation to all disputes arising from the Agreement.

This Agreement may be signed in counterparts and each such counterpart shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.

The Parties hereto expressly agree that the present Agreement as well as any schedules shall be drafted in English only. Les parties ont expressément convenu que ce contrat de même que tous les documents qui s’y rattachent soient rédigés en anglais seulement.

All notices required or permitted to be given under this Agreement shall be given in writing and shall be delivered, either personally or by express delivery service, to the Party to be notified. Notice to each Party shall be deemed to have been duly given upon delivery, personally or by courier, addressed to the attention of the officer at the address set forth heretofore, or to such other officer or addresses as either Party may designate, upon at least ten (10) days written notice to the other Party.