Covenants of Consultant. Consultant covenants and agrees with the Company that, in performing Consulting Services under this Agreement, Consultant will:
(a) Comply with all federal and state laws;
(b) Not make any representations other than those authorized by the Company; and
(c) Not publish, circulate or otherwise use any materials or documents other than materials provided by or otherwise approved by the Company.
Covenants of Consultant. (a) Consultant recognizes that the knowledge of, information concerning and relationship with customers, suppliers and agents, and the knowledge of the Company's business methods, systems, plans, software, technologies and policies which Consultant will establish, receive or obtain as a consultant to the Company (collectively, "Confidential Information"), are valuable and unique assets of the business of the Company. Consultant will not, during or within five (5) years after the Term, disclose any such Confidential Information pertaining to the Company, its customers, suppliers, agents, policies or other aspects of its business, for any reason or purpose, whatsoever except pursuant to Consultant's duties hereunder or as otherwise authorized by the Company in writing. The term Confidential Information shall not include knowledge or information which (i) is in or enters the public domain without violation of this Agreement or other obligations of confidentiality by Consultant or his agents or representatives, (ii) Consultant can demonstrate was in his possession on a nonconfidential basis prior to the commencement of his engagement with the Company, or (iii) Consultant can demonstrate was received or obtained by him on a non-confidential basis from a third party who did not acquire it wrongfully or under an obligation of confidentiality, subsequent to the termination of his engagement hereunder.
(b) All memoranda, notes, records or other documents made or compiled by Consultant or made available to Consultant while engaged concerning customers, suppliers, agents or personnel of the Company, or the Company's business methods, systems, plans and policies, shall be the Company's property and shall be delivered to the Company within five (5) business days of the termination of Consultant's engagement or at any other time on request.
(c) During the Term and for two (2) years thereafter, Consultant shall not directly or indirectly solicit or initiate contact with any employee of the Company with a view to inducing or encouraging such employee to leave the employ of the Company for the purpose of being hired by Consultant, an employer affiliated with him or any competitor of the Company.
(d) Consultant acknowledges that the provisions of this section are reasonable and necessary for the protection of the Company and that the Company will be irrevocably damaged if such covenants are not specifically enforced. Accordingly, Consultant agrees that, in addition to any o...
Covenants of Consultant. Consultant covenants and agrees With the Company that, in performing Consulting Services Consultant will not publish, circulate or otherwise use any solicitation materials business plan, financial statements, investor mailings or updates other then materials provided by or otherwise approved by the Company.
Covenants of Consultant. The Consultant hereby covenants with the Corporation, and acknowledges and confirms that the Corporation is relying on such covenants in connection with entering into this Agreement, that it will:
(a) cause the Services to be performed in accordance with standards generally accepted in the industry in which the Corporation operates and shall render the Services honestly and in good faith and, in connection therewith, shall exercise the degree of care, diligence and skill that a reasonably prudent provider of similar services would exercise in comparable circumstances;
(b) abide by the reasonable policies, procedures, rules, regulations, guidelines and instructions which are established or conveyed by the Corporation, whether orally or in writing, to the Consultant, as the same may be amended from time to time, at the sole discretion of Corporation;
(c) it will coordinate all efforts with the Corporation, and at all times keep the Corporation fully advised of the Consultant’s efforts;
(d) act at all times in a professional manner and in accordance with all applicable laws, regulations, and other requirements of applicable governmental authorities, and for greater certainty, the Consultant will comply with all securities laws, regulations, rules, rulings, orders and applicable policy statements issued by the securities regulators in all relevant jurisdictions of Canada, and all applicable laws of the jurisdictions outside Canada (the “Applicable Securities Laws”); and
(e) not deliver or provide to any party any information respecting the Corporation, other than information designated by the Corporation or its legal counsel for delivery to such party.
Covenants of Consultant. In addition to the representation, warranties and covenants provided elsewhere in this document, the Consultant shall: (a) maintain all non-public information in confidence and will return any documents or information identified as confidential at the termination or conclusion (for any reason whatsoever) of this engagement; and (b) while in possession of non-public information about the Company, not, nor will he/she cause others to, trade the equity or debt of the Company privately or on any public marketplace that develops for the Company’s equity or debt.
Covenants of Consultant. Consultant acknowledges that the work which Consultant may perform may provide Consultant with access to confidential information belonging to the Company in connection with the performance by Consultant of Consultant’s duties pursuant to this Agreement, and that the Company would not enter into this Agreement but for the covenants of Consultant contained in this paragraph. Accordingly, Consultant covenants and agrees to receive all confidential information of the Company in strict confidence and to take all reasonable steps to guard against unauthorized disclosure or dissemination of the confidential information.
Covenants of Consultant. 4.1 Consultant acknowledges that the information, observations and data relating to the business of Client and its subsidiaries that Consultant shall obtain during the course of his association with the Client and its subsidiaries and his performance under this Agreement are the property of the Client and its subsidiaries. Consultant agrees that he shall not use for his own purposes or disclose to any third party any of such information, observations or data without the prior written consent of the Client, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of Consultant’s acts or omissions. Consultant shall deliver to the Client upon termination of this Agreement, or at any other time the Client may request, all memoranda, notes, plans, records, reports, computer tapes, printouts, software and other documentation (and copies thereof) relating to the business of the Client and its subsidiaries that Consultant may then possess or have under his control.
4.2 Beginning on the date of this Agreement, Consultant will: (i) refrain from disparaging, defaming or encouraging or assisting the disparagement or defamation of the Client or its officers or directors; (ii) refrain from making any expressly or impliedly false or deceptive statements regarding the Client or its officers or directors and encouraging or assisting any others to do so.
Covenants of Consultant. 6.1. In connection with its performance hereunder, Consultant shall not make any untrue statement of a material fact regarding the Company or omit to state a material fact necessary in order to make any statement regarding the Company made by the Consultant not misleading.
6.2. The Consultant agrees to indemnify, defend and hold harmless the Company, and its officers, directors, shareholders, agents, employees (hereafter "Affiliates"), attorneys, successors and assigns, from and against, and pay or reimburse each of them for, any and all claims, losses, damages, judgments, amounts paid in settlement, costs and legal, accounting or other expenses (collectively "Losses") that any of them may sustain or incur as a result of any misrepresentation, any inaccuracy in, or any breach of, any warranty or representation or any non-performance of any covenant or other obligation on the part of the Consultant contained in this Agreement.
Covenants of Consultant. Consultant covenants for itself and its affiliates as follows:
Covenants of Consultant. Consultant covenants with the Company that, in performing Consulting Services under this Agreement, Consultant will comply with all federal and state laws, and shall comply with all provisions of Regulation S of the Act in connection with resale of the Shares.
