DESCARTES: UNITING PEOPLE AND TECHNOLOGY Sample Clauses

DESCARTES: UNITING PEOPLE AND TECHNOLOGY. As Scott Sangster arrives at Sea-Tac airport and boards a shuttle that will take him to ameeting 30 minutes away, he is aware that his departing flight from San Diego, arrival in Seat- tle and current transportation was all pre-arranged and confirmed via data exchange. No human inter- action and, by using an electronic boarding pass with a bar code label, no paperwork.Sangster works for Descartes Systems Group, a Waterloo, Ontario-based company that has made a name for itself by designing and us- ing technology to connect businesses with custom- ers and trading partners. Descartes’ software and Global Logistics Network™ does the ‘talking’ for systems and people, allowing companies to auto- mate manual processes, shrink customer service and billing departments, provide better service and save time and money. “The ability to move and share data be- tween companies is as important as the physical flow of goods,” says Sangster, Vice President at Descartes. “This has always been true, even be- fore Electronic Data Interchange (EDI) allowed the transfer of data from one computer system to another without the need for human interven- tion.” EDI, which has been around since the early 1970s, started the revolution by allowing multiple companies to exchange documents electroni- cally, completely eliminating paper flow and data rekeying.“EDI is commonplace now and called elec- tronic messaging,” Sangster notes, “but it ush- ered in a completely new way of doing business in the transportation industry. In 1981, Descartes started as a data network business then added applications to make the data more valuable to

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Entire Agreement The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
Confidentiality The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:
Definitions As used in this Agreement, the following terms shall have the following meanings:
Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.
Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Termination This Agreement may be terminated at any time prior to the Closing:
Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Miscellaneous The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.
Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.