There should be a written contract between Telogis, Inc. ("Telogis") and the company by which you are employed (hereinafter, "Company") that governs you and your Company's use of this Confidential/Proprietary Telogis document. In the unlikely event such contract does not exist or has expired, then the use of this document, including the information contained therein, by you, not only individually, but also as an employee and on behalf of your Company, is subject to the CONFIDENTIALITY AND NONDISCLOSURE provisions below. IF YOU OR YOUR COMPANY DOES NOT AGREE WITH THESE PROVISIONS, YOU AND YOUR COMPANY MUST IMMEDIATELY CEASE USING THIS DOCUMENT AND DESTROY IT.

CONFIDENTIALITY AND NONDISCLOSURE PROVISIONS

This document, including the information contained therein, constitutes the valuable confidential and proprietary information and property (hereinafter, "Confidential Information") of Telogis or its suppliers. Your use of this Confidential Information is subject to the following terms and conditions:

1. Non-Disclosure and Non-Use. Except as otherwise hereafter expressly permitted or consented to in writing by Telogis, you agree (i) to keep this Confidential Information strictly confidential, (ii) to use such Confidential Information solely in connection with an authorized use or evaluation of Telogis's services (hereinafter, "Purpose"), (iii) not to disclose such Confidential Information to any person or entity (except for the Company's employees, agents and contractors who have a bona fide need to know for the Purpose, are under a duty of non-disclosure with respect to such information and are acting for the sole benefit of the Company (collectively, "Representatives"), (iv) to protect such Confidential Information by using the highest degree of care to prevent the loss, theft or unauthorized dissemination or publication of such Confidential Information, (v) not to use the Confidential Information for you or your Company's product development or incorporate any such Confidential Information in any device, method, product, service or patent, or to use it to compete with Telogis, directly or indirectly or, except for the Purpose stated above, for you, your Company's or any third party's benefit at any time and (vi) not to copy, scrape, disassemble, modify, create derivative works of, translate, reverse engineer, store in a retrieval system, decompile or attempt to obtain the source code for, or any other information from or about, or create derivative works based on, the Confidential Information. You agree that such Confidential Information is and shall remain the proprietary and confidential information and property of Telogis and/or its suppliers. You agree to notify Telogis immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of these provisions and will cooperate in every reasonable way to help Telogis regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. Notwithstanding the above, you may disclose this Confidential Information to the extent that disclosure is required to be disclosed by law; provided that you use all reasonable efforts to provide Telogis with at least ten (10) days' prior written notice of such disclosure, you disclose only that portion of the Confidential Information that is legally required to be furnished, and you reasonably cooperate with Telogis in its efforts to obtain a protective order or other assurances from the applicable judicial or governmental entity that it will afford the Confidential Information confidential treatment. You further agree not to remove, alter, cover or distort any trademark, trade name, copyright or other proprietary rights notices, legends, symbols or labels appearing on or in this Confidential Information.

2. Return of Confidential Information. At Telogis's request, you shall cease use of this Confidential Information and shall deliver to Telogis all documents and other media (and all copies and reproductions of any of the foregoing) in your possession or control to the extent same contain the Confidential Information. Upon Telogis's request, you shall also certify in writing that all materials containing this Confidential Information have been either returned to Telogis or, if requested by Telogis, destroyed.

3. Disclaimer. TELOGIS PROVIDES THIS CONFIDENTIAL INFORMATION SOLELY ON AN "AS-IS" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR MECHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE or duty to update or correct.

4. LIMITATION ON LIABILITY. In no event will Telogis be liable for any lost profits, data, software or information of any kind, for errors contained in this document or for any direct, consequential, special, indirect, incidental, punitive, exemplary or other damages that may arise through your or your Company's use of this Confidential Information, or pre-release, evaluation or beta test products or services supplied by Telogis. Telogis may make changes in the specifications/information contained in this document at any time without prior notice.

5. No License . All Confidential Information shall remain the sole property of Telogis. No license of any trademark, patent, copyright or any other intellectual property right of Telogis is either granted or implied by its disclosure of this Confidential Information to you.

6. Governing Law. This agreement shall be governed by the laws of the State of California without regard to any conflict of law provisions, and you consent to the exclusive jurisdiction of the courts of Orange County California in any action or proceeding instituted in connection with your use of this Confidential Information.

7. Miscellaneous Provisions. These provisions constitute the entire, exclusive, complete, and final agreement and understanding between you and Telogis relating to this Confidential Information. These provisions may not be amended unless it is in writing and signed by a an authorized officer of Telogis. If any of the above provisions are held invalid or unenforceable for any reason, such invalidity or unenforceability only shall attach to such provision and shall not affect or invalidate any other provision. Use of the Telogis services mentioned in this document is subject to Telogis's Terms of Use, a current version of which can be found at http://www.telogis.com/privacy-policy