Common use of Confidential Information and Restrictive Covenant Clause in Contracts

Confidential Information and Restrictive Covenant. 7.1 The Consultant acknowledges the following: (a) in connection with its engagement by the Company, the Consultant and its affiliates and representatives (including Kxxx) will have access to financial, operating, technical and other information concerning the Company and access to confidential records of the Company containing such information, some of which has not previously been made available to the public at large prior to the date hereof (“Confidential Information”); Axxx Xxxx Emp Agrmt (b) Confidential Information received by the Consultant, its affiliates or its representatives in the course of its engagement with the Company is considered by the Company to be confidential in nature; and (c) there are restrictions on the purchase of securities imposed by applicable U.S. securities laws and other domestic and foreign laws relating to the possession of material information about a public company which has not previously been made available to the public at large. 7.2 In relation to Confidential Information, the Consultant agrees as follows: (a) the Consultant will, and will cause all of its affiliates and representatives (including Kxxx) to, keep in confidence all Confidential Information; (b) the Consultant will not (and will cause all of its representatives to not), either during the term of his engagement with the Company, or at any time thereafter, disclose or reveal in any manner whatsoever, the Confidential Information to any other person except as required to carry out the terms of its engagement, nor shall it make any use thereof, directly of indirectly, for any purpose other than the purposes of the Company. The term “person” as used in this section 7 shall be interpreted very broadly and shall include without limitation any Company, company, joint venture, partnership or individual; and (c) in the event that the Consultant’s engagement with the Company is terminated for any reason whatsoever, it shall return to the Company (and shall cause all of its representatives to return to the Company), promptly upon the Company’s written request therefor, any documents, photographs, magnetic tapes, and other property containing Confidential Information which were received by the Consultant or its representatives pursuant hereto without retaining copies thereof. 7.3 The provisions of this section 7 relating to Confidential Information will not apply to any part of such Confidential Information which the Consultant can clearly demonstrate to the satisfaction of the Company is now or subsequently becomes part of the public domain through no violation of the provisions hereof, or was in the Consultant’s lawful possession prior to its disclosure to it or its representatives by the Company. 7.4 The Consultant shall not, and shall cause Kxxx and its affiliates to not, except on behalf of the Company, at any time during the Term of this Agreement and within one year following the termination of this Agreement with the Company, either alone or with any other person, whether as principal, agent, shareholder, officer, adviser, manager, employee, or otherwise, do the following: (a) acquire, lease or otherwise obtain or control any beneficial, direct or indirect interest in mineral rights, or other rights or lands necessary to develop, any mineral property in which the Company and its affiliates at the time of termination has a beneficial interest or is actively seeking to acquire, or that is within a distance of five (5) kilometres from any point on the outer perimeter of any such property in which the Company and its affiliates has a beneficial interest or that it is seeking to acquire; Axxx Xxxx Emp Agrmt (b) conduct any exploration or production activities or otherwise work on or in respect of any mineral property within a distance of five (5) kilometres from any point on the outer perimeter of any mineral property in which the Company and its affiliates then has a beneficial interest or is actively seeking to acquire; (c) solicit, divert or hire away, or attempt to solicit, divert, or hire away, any independent contractor or any person employed by any member of the Company and its affiliates or persuade or attempt to persuade any such individual to terminate his or her contract or employment with any member of the Company and its affiliates; and (d) impair or seek to impair the reputation of any member of the Company and its affiliates, or impair or seek to impair any relationships that any member of the Company and its affiliates has with its employees, customers, suppliers, agents or other parties with which any member of the Company and its affiliates does business or has contractual relations. 7.5 If, notwithstanding the prohibition set forth in the preceding paragraph, the Consultant, its affiliates or Kxxx acquires leases or otherwise obtains or controls any interest, directly or indirectly, in breach of section 7.4, the Consultant shall notify the Company of such acquisition within the thirty (30) days immediately following the date of such acquisition and the Consultant agrees, upon demand by the Company, to convey or cause to be conveyed such interest to the Company as soon as practicable thereafter, in consideration of the payment by the Company to the Consultant of the cost of acquisition. 7.6 The Consultant acknowledges that the Company would not have an adequate remedy at law for monetary damages in the event that the covenants contained in this section 7 are not performed in accordance with their terms and therefore agree that the Company shall be entitled to specific enforcement of the terms hereof in addition to any other remedy to which it may be entitled, at law or in equity. 7.7 The Consultant shall, in addition to any damages which may result from any breach of any provision of this section 7, pay to the Company the costs, including reasonable attorney’s fees, incurred by the Company in curing such breach or in enforcing the terms and conditions of this Agreement. 7.8 The Consultant expressly acknowledges that the Company’s geographic area of interest consists of North America and the Consultant agrees that any prospective mineral properties in these countries which are identified by or made available to the Consultant and Kxxx shall be subject to the provisions of section 3.3 of this Agreement. 7.9 The Consultant agrees that all restrictions in this section 7 are necessary and fundamental to the protection of the business of the Company and are reasonable and valid, and the Consultant hereby waives all defences to the strict enforcement thereof by the Company.

Confidential Information and Restrictive Covenant. 7.1 The Consultant acknowledges the following: (a) in connection with its engagement by the Company, the Consultant and its affiliates and representatives (including KxxxHxxx) will have access to financial, operating, technical and other information concerning the Company and access to confidential records of the Company containing such information, some of which has not previously been made available to the public at large prior to the date hereof (“Confidential Information”); Axxx Rxxx Xxxx Emp Agrmtemp agmt 5 (b) Confidential Information received by the Consultant, its affiliates or its representatives in the course of its engagement with the Company is considered by the Company to be confidential in nature; and (c) there are restrictions on the purchase of securities imposed by applicable U.S. securities laws and other domestic and foreign laws relating to the possession of material information about a public company which has not previously been made available to the public at large. 7.2 In relation to Confidential Information, the Consultant agrees as follows: (a) the Consultant will, and will cause all of its affiliates and representatives (including KxxxHxxx) to, keep in confidence all Confidential Information; (b) the Consultant will not (and will cause all of its representatives to not), either during the term of his engagement with the Company, or at any time thereafter, disclose or reveal in any manner whatsoever, the Confidential Information to any other person except as required to carry out the terms of its engagement, nor shall it make any use thereof, directly of indirectly, for any purpose other than the purposes of the Company. The term “person” as used in this section 7 shall be interpreted very broadly and shall include without limitation any Company, company, joint venture, partnership or individual; and (c) in the event that the Consultant’s engagement with the Company is terminated for any reason whatsoever, it shall return to the Company (and shall cause all of its representatives to return to the Company), promptly upon the Company’s written request therefor, any documents, photographs, magnetic tapes, and other property containing Confidential Information which were received by the Consultant or its representatives pursuant hereto without retaining copies thereof. 7.3 The provisions of this section 7 relating to Confidential Information will not apply to any part of such Confidential Information which the Consultant can clearly demonstrate to the satisfaction of the Company is now or subsequently becomes part of the public domain through no violation of the provisions hereof, or was in the Consultant’s lawful possession prior to its disclosure to it or its representatives by the Company. 7.4 The Consultant shall not, and shall cause Kxxx Hxxx and its affiliates to not, except on behalf of the Company, at any time during the Term of this Agreement and within one year following the termination of this Agreement with the Company, either alone or with any other person, whether as principal, agent, shareholder, officer, adviser, manager, employee, or otherwise, do the following: (a) acquire, lease or otherwise obtain or control any beneficial, direct or indirect interest in mineral rights, or other rights or lands necessary to develop, any mineral property in which the Company and its affiliates at the time of termination has a beneficial interest or is actively seeking to acquire, or that is within a distance of five (5) kilometres from any point on the outer perimeter of any such property in which the Company and its affiliates has a beneficial interest or that it is seeking to acquire; Axxx Xxxx Emp Agrmt; (b) conduct any exploration or production activities or otherwise work on or in respect of any mineral property within a distance of five (5) kilometres from any point on the outer perimeter of any mineral property in which the Company and its affiliates then has a beneficial interest or is actively seeking to acquire;; Rxxx Xxxx emp agmt 6 (c) solicit, divert or hire away, or attempt to solicit, divert, or hire away, any independent contractor or any person employed by any member of the Company and its affiliates or persuade or attempt to persuade any such individual to terminate his or her contract or employment with any member of the Company and its affiliates; and (d) impair or seek to impair the reputation of any member of the Company and its affiliates, or impair or seek to impair any relationships that any member of the Company and its affiliates has with its employees, customers, suppliers, agents or other parties with which any member of the Company and its affiliates does business or has contractual relations. 7.5 If, notwithstanding the prohibition set forth in the preceding paragraph, the Consultant, its affiliates or Kxxx Hxxx acquires leases or otherwise obtains or controls any interest, directly or indirectly, in breach of section 7.4, the Consultant shall notify the Company of such acquisition within the thirty (30) days immediately following the date of such acquisition and the Consultant agrees, upon demand by the Company, to convey or cause to be conveyed such interest to the Company as soon as practicable thereafter, in consideration of the payment by the Company to the Consultant of the cost of acquisition. 7.6 The Consultant acknowledges that the Company would not have an adequate remedy at law for monetary damages in the event that the covenants contained in this section 7 are not performed in accordance with their terms and therefore agree that the Company shall be entitled to specific enforcement of the terms hereof in addition to any other remedy to which it may be entitled, at law or in equity. 7.7 The Consultant shall, in addition to any damages which may result from any breach of any provision of this section 7, pay to the Company the costs, including reasonable attorney’s fees, incurred by the Company in curing such breach or in enforcing the terms and conditions of this Agreement. 7.8 The Consultant expressly acknowledges that the Company’s geographic area of interest consists of North America and the Consultant agrees that any prospective mineral properties in these countries which are identified by or made available to the Consultant and Kxxx Hxxx shall be subject to the provisions of section 3.3 of this Agreement. 7.9 The Consultant agrees that all restrictions in this section 7 are necessary and fundamental to the protection of the business of the Company and are reasonable and valid, and the Consultant hereby waives all defences to the strict enforcement thereof by the Company.

Confidential Information and Restrictive Covenant. 7.1 The Consultant acknowledges the following: (a) in connection with its engagement by the Company, the Consultant and its affiliates and representatives (including KxxxHxxx) will have access to financial, operating, technical and other information concerning the Company and access to confidential records of the Company containing such information, some of which has not previously been made available to the public at large prior to the date hereof (“Confidential Information”); Axxx Xxxx Emp Agrmt; (b) Confidential Information received by the Consultant, its affiliates or its representatives in the course of its engagement with the Company is considered by the Company to be confidential in nature; and (c) there are restrictions on the purchase of securities imposed by applicable U.S. securities laws and other domestic and foreign laws relating to the possession of material information about a public company which has not previously been made available to the public at large. 7.2 In relation to Confidential Information, the Consultant agrees as follows: (a) the Consultant will, and will cause all of its affiliates and representatives (including KxxxHxxx) to, keep in confidence all Confidential Information; (b) the Consultant will not (and will cause all of its representatives to not), either during the term of his engagement with the Company, or at any time thereafter, disclose or reveal in any manner whatsoever, the Confidential Information to any other person except as required to carry out the terms of its engagement, nor shall it make any use thereof, directly of indirectly, for any purpose other than the purposes of the Company. The term “person” as used in this section 7 shall be interpreted very broadly and shall include without limitation any Company, company, joint venture, partnership or individual; and (c) in the event that the Consultant’s engagement with the Company is terminated for any reason whatsoever, it shall return to the Company (and shall cause all of its representatives to return to the Company), promptly upon the Company’s written request therefor, any documents, photographs, magnetic tapes, and other property containing Confidential Information which were received by the Consultant or its representatives pursuant hereto without retaining copies thereof. 7.3 The provisions of this section 7 relating to Confidential Information will not apply to any part of such Confidential Information which the Consultant can clearly demonstrate to the satisfaction of the Company is now or subsequently becomes part of the public domain through no violation of the provisions hereof, or was in the Consultant’s lawful possession prior to its disclosure to it or its representatives by the Company. 7.4 The Consultant shall not, and shall cause Kxxx Hxxx and its affiliates to not, except on behalf of the Company, at any time during the Term of this Agreement and within one year following the termination of this Agreement with the Company, either alone or with any other person, whether as principal, agent, shareholder, officer, adviser, manager, employee, or otherwise, do the following: (a) acquire, lease or otherwise obtain or control any beneficial, direct or indirect interest in mineral rights, or other rights or lands necessary to develop, any mineral property in which the Company and its affiliates at the time of termination has a beneficial interest or is actively seeking to acquire, or that is within a distance of five (5) kilometres from any point on the outer perimeter of any such property in which the Company and its affiliates has a beneficial interest or that it is seeking to acquire; Axxx Xxxx Emp Agrmt; (b) conduct any exploration or production activities or otherwise work on or in respect of any mineral property within a distance of five (5) kilometres from any point on the outer perimeter of any mineral property in which the Company and its affiliates then has a beneficial interest or is actively seeking to acquire; (c) solicit, divert or hire away, or attempt to solicit, divert, or hire away, any independent contractor or any person employed by any member of the Company and its affiliates or persuade or attempt to persuade any such individual to terminate his or her contract or employment with any member of the Company and its affiliates; and (d) impair or seek to impair the reputation of any member of the Company and its affiliates, or impair or seek to impair any relationships that any member of the Company and its affiliates has with its employees, customers, suppliers, agents or other parties with which any member of the Company and its affiliates does business or has contractual relations. 7.5 If, notwithstanding the prohibition set forth in the preceding paragraph, the Consultant, its affiliates or Kxxx Hxxx acquires leases or otherwise obtains or controls any interest, directly or indirectly, in breach of section 7.4, the Consultant shall notify the Company of such acquisition within the thirty (30) days immediately following the date of such acquisition and the Consultant agrees, upon demand by the Company, to convey or cause to be conveyed such interest to the Company as soon as practicable thereafter, in consideration of the payment by the Company to the Consultant of the cost of acquisition. 7.6 The Consultant acknowledges that the Company would not have an adequate remedy at law for monetary damages in the event that the covenants contained in this section 7 are not performed in accordance with their terms and therefore agree that the Company shall be entitled to specific enforcement of the terms hereof in addition to any other remedy to which it may be entitled, at law or in equity. 7.7 The Consultant shall, in addition to any damages which may result from any breach of any provision of this section 7, pay to the Company the costs, including reasonable attorney’s fees, incurred by the Company in curing such breach or in enforcing the terms and conditions of this Agreement. 7.8 The Consultant expressly acknowledges that the Company’s geographic area of interest consists of North America and the Consultant agrees that any prospective mineral properties in these countries which are identified by or made available to the Consultant and Kxxx Hxxx shall be subject to the provisions of section 3.3 of this Agreement. 7.9 The Consultant agrees that all restrictions in this section 7 are necessary and fundamental to the protection of the business of the Company and are reasonable and valid, and the Consultant hereby waives all defences to the strict enforcement thereof by the Company.

Confidential Information and Restrictive Covenant. 7.1 The Consultant acknowledges the following: (a) in connection with its engagement by the Company, the Consultant and its affiliates and representatives (including Kxxx) will have access to financial, operating, technical and other information concerning the Company and access to confidential records of the Company containing such information, some of which has not previously been made available to the public at large prior to the date hereof (“Confidential Information”); Axxx Axxxxxxxx Xxxx Emp Agrmtemp agmt 5 (b) Confidential Information received by the Consultant, its affiliates or its representatives in the course of its engagement with the Company is considered by the Company to be confidential in nature; and (c) there are restrictions on the purchase of securities imposed by applicable U.S. securities laws and other domestic and foreign laws relating to the possession of material information about a public company which has not previously been made available to the public at large. 7.2 In relation to Confidential Information, the Consultant agrees as follows: (a) the Consultant will, and will cause all of its affiliates and representatives (including Kxxx) to, keep in confidence all Confidential Information; (b) the Consultant will not (and will cause all of its representatives to not), either during the term of his engagement with the Company, or at any time thereafter, disclose or reveal in any manner whatsoever, the Confidential Information to any other person except as required to carry out the terms of its engagement, nor shall it make any use thereof, directly of indirectly, for any purpose other than the purposes of the Company. The term “person” as used in this section 7 shall be interpreted very broadly and shall include without limitation any Company, company, joint venture, partnership or individual; and (c) in the event that the Consultant’s engagement with the Company is terminated for any reason whatsoever, it shall return to the Company (and shall cause all of its representatives to return to the Company), promptly upon the Company’s written request therefor, any documents, photographs, magnetic tapes, and other property containing Confidential Information which were received by the Consultant or its representatives pursuant hereto without retaining copies thereof. 7.3 The provisions of this section 7 relating to Confidential Information will not apply to any part of such Confidential Information which the Consultant can clearly demonstrate to the satisfaction of the Company is now or subsequently becomes part of the public domain through no violation of the provisions hereof, or was in the Consultant’s lawful possession prior to its disclosure to it or its representatives by the Company. 7.4 The Consultant shall not, and shall cause Kxxx and its affiliates to not, except on behalf of the Company, at any time during the Term of this Agreement and within one year following the termination of this Agreement with the Company, either alone or with any other person, whether as principal, agent, shareholder, officer, adviser, manager, employee, or otherwise, do the following: (a) acquire, lease or otherwise obtain or control any beneficial, direct or indirect interest in mineral rights, or other rights or lands necessary to develop, any mineral property in which the Company and its affiliates at the time of termination has a beneficial interest or is actively seeking to acquire, or that is within a distance of five (5) kilometres from any point on the outer perimeter of any such property in which the Company and its affiliates has a beneficial interest or that it is seeking to acquire; Axxx Xxxx Emp Agrmt; (b) conduct any exploration or production activities or otherwise work on or in respect of any mineral property within a distance of five (5) kilometres from any point on the outer perimeter of any mineral property in which the Company and its affiliates then has a beneficial interest or is actively seeking to acquire;; Axxxxxxxx Xxxx emp agmt 6 (c) solicit, divert or hire away, or attempt to solicit, divert, or hire away, any independent contractor or any person employed by any member of the Company and its affiliates or persuade or attempt to persuade any such individual to terminate his or her contract or employment with any member of the Company and its affiliates; and (d) impair or seek to impair the reputation of any member of the Company and its affiliates, or impair or seek to impair any relationships that any member of the Company and its affiliates has with its employees, customers, suppliers, agents or other parties with which any member of the Company and its affiliates does business or has contractual relations. 7.5 If, notwithstanding the prohibition set forth in the preceding paragraph, the Consultant, its affiliates or Kxxx acquires leases or otherwise obtains or controls any interest, directly or indirectly, in breach of section 7.4, the Consultant shall notify the Company of such acquisition within the thirty (30) days immediately following the date of such acquisition and the Consultant agrees, upon demand by the Company, to convey or cause to be conveyed such interest to the Company as soon as practicable thereafter, in consideration of the payment by the Company to the Consultant of the cost of acquisition. 7.6 The Consultant acknowledges that the Company would not have an adequate remedy at law for monetary damages in the event that the covenants contained in this section 7 are not performed in accordance with their terms and therefore agree that the Company shall be entitled to specific enforcement of the terms hereof in addition to any other remedy to which it may be entitled, at law or in equity. 7.7 The Consultant shall, in addition to any damages which may result from any breach of any provision of this section 7, pay to the Company the costs, including reasonable attorney’s fees, incurred by the Company in curing such breach or in enforcing the terms and conditions of this Agreement. 7.8 The Consultant expressly acknowledges that the Company’s geographic area of interest consists of North America and the Consultant agrees that any prospective mineral properties in these countries which are identified by or made available to the Consultant and Kxxx shall be subject to the provisions of section 3.3 of this Agreement. 7.9 The Consultant agrees that all restrictions in this section 7 are necessary and fundamental to the protection of the business of the Company and are reasonable and valid, and the Consultant hereby waives all defences to the strict enforcement thereof by the Company.

Confidential Information and Restrictive Covenant. 7.1 The Consultant acknowledges the following: (a) in connection with its engagement by the Company, the Consultant and its affiliates and representatives (including Kxxx) will have access to financial, operating, technical and other information concerning the Company and access to confidential records of the Company containing such information, some of which has not previously been made available to the public at large prior to the date hereof (“Confidential Information”); Axxx Xxxx Emp Agrmt; (b) Confidential Information received by the Consultant, its affiliates or its representatives in the course of its engagement with the Company is considered by the Company to be confidential in nature; and (c) there are restrictions on the purchase of securities imposed by applicable U.S. securities laws and other domestic and foreign laws relating to the possession of material information about a public company which has not previously been made available to the public at large.. Dxxxxx Xxxx emp agmt 5 7.2 In relation to Confidential Information, the Consultant agrees as follows: (a) the Consultant will, and will cause all of its affiliates and representatives (including Kxxx) to, keep in confidence all Confidential Information; (b) the Consultant will not (and will cause all of its representatives to not), either during the term of his engagement with the Company, or at any time thereafter, disclose or reveal in any manner whatsoever, the Confidential Information to any other person except as required to carry out the terms of its engagement, nor shall it make any use thereof, directly of indirectly, for any purpose other than the purposes of the Company. The term “person” as used in this section 7 shall be interpreted very broadly and shall include without limitation any Company, company, joint venture, partnership or individual; and (c) in the event that the Consultant’s engagement with the Company is terminated for any reason whatsoever, it shall return to the Company (and shall cause all of its representatives to return to the Company), promptly upon the Company’s written request therefor, any documents, photographs, magnetic tapes, and other property containing Confidential Information which were received by the Consultant or its representatives pursuant hereto without retaining copies thereof. 7.3 The provisions of this section 7 relating to Confidential Information will not apply to any part of such Confidential Information which the Consultant can clearly demonstrate to the satisfaction of the Company is now or subsequently becomes part of the public domain through no violation of the provisions hereof, or was in the Consultant’s lawful possession prior to its disclosure to it or its representatives by the Company. 7.4 The Consultant shall not, and shall cause Kxxx and its affiliates to not, except on behalf of the Company, at any time during the Term of this Agreement and within one year following the termination of this Agreement with the Company, either alone or with any other person, whether as principal, agent, shareholder, officer, adviser, manager, employee, or otherwise, do the following: (a) acquire, lease or otherwise obtain or control any beneficial, direct or indirect interest in mineral rights, or other rights or lands necessary to develop, any mineral property in which the Company and its affiliates at the time of termination has a beneficial interest or is actively seeking to acquire, or that is within a distance of five (5) kilometres from any point on the outer perimeter of any such property in which the Company and its affiliates has a beneficial interest or that it is seeking to acquire; Axxx Xxxx Emp Agrmt; (b) conduct any exploration or production activities or otherwise work on or in respect of any mineral property within a distance of five (5) kilometres from any point on the outer perimeter of any mineral property in which the Company and its affiliates then has a beneficial interest or is actively seeking to acquire; (c) solicit, divert or hire away, or attempt to solicit, divert, or hire away, any independent contractor or any person employed by any member of the Company and its affiliates or persuade or attempt to persuade any such individual to terminate his or her contract or employment with any member of the Company and its affiliates; and (d) impair or seek to impair the reputation of any member of the Company and its affiliates, or impair or seek to impair any relationships that any member of the Company and its affiliates has with its employees, customers, suppliers, agents or other parties with which any member of the Company and its affiliates does business or has contractual relations.. Dxxxxx Xxxx emp agmt 6 7.5 If, notwithstanding the prohibition set forth in the preceding paragraph, the Consultant, its affiliates or Kxxx acquires leases or otherwise obtains or controls any interest, directly or indirectly, in breach of section 7.4, the Consultant shall notify the Company of such acquisition within the thirty (30) days immediately following the date of such acquisition and the Consultant agrees, upon demand by the Company, to convey or cause to be conveyed such interest to the Company as soon as practicable thereafter, in consideration of the payment by the Company to the Consultant of the cost of acquisition. 7.6 The Consultant acknowledges that the Company would not have an adequate remedy at law for monetary damages in the event that the covenants contained in this section 7 are not performed in accordance with their terms and therefore agree that the Company shall be entitled to specific enforcement of the terms hereof in addition to any other remedy to which it may be entitled, at law or in equity. 7.7 The Consultant shall, in addition to any damages which may result from any breach of any provision of this section 7, pay to the Company the costs, including reasonable attorney’s fees, incurred by the Company in curing such breach or in enforcing the terms and conditions of this Agreement. 7.8 The Consultant expressly acknowledges that the Company’s geographic area of interest consists of North America and the Consultant agrees that any prospective mineral properties in these countries which are identified by or made available to the Consultant and Kxxx shall be subject to the provisions of section 3.3 of this Agreement. 7.9 The Consultant agrees that all restrictions in this section 7 are necessary and fundamental to the protection of the business of the Company and are reasonable and valid, and the Consultant hereby waives all defences to the strict enforcement thereof by the Company.