Covenants of the Consultant. In consideration of the acknowledgments by the Consultant, and in consideration of the compensation and benefits to be paid or provided to the Consultant by the Corporation, the Consultant covenants that he may not, directly or indirectly:
(a) during the Consulting Period, except in the course of his Consulting Arrangement hereunder, and during the Post-Consulting Period (as defined below), engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend the Consultant's name or any similar name to, lend Consultant's credit to or render services or advice to, any business whose products or activities compete in whole or in part with the products or activities of the Corporation anywhere within the United States; provided, however, that the Consultant may purchase or otherwise acquire up to (but not more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934;
(b) whether for the Consultant's own account or for the account of any other person, at any time during the Consulting Period and the Post-Consulting Period, solicit business of the same or similar type being carried on by the Corporation, from any person known by the Consultant to be a customer of the Corporation, whether or not the Consultant had personal contact with such person during and by reason of the Consultant's Consulting Arrangement with the Corporation;
(c) whether for the Consultant's own account or the account of any other person (i) at any time during the Consulting Period and the Post-Consulting Period, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Corporation at any time during the Consulting Period or in any manner induce or attempt to induce any employee of the Corporation to terminate his Consulting Arrangement with the Corporation; or (ii) at any time during the Consulting Period and for three years thereafter, interfere with the Corporation's relationship with any person, including any person who at any time during the Consulting Period was an employee, contractor, supplier, or customer of the Corporation; ...
Covenants of the Consultant. During the term of this Agreement, the Consultant agrees that it shall:
(a) observe and comply with any and all provisions of this Agreement;
(b) act in good faith and with reasonable skill and care in respect of the services rendered or to be rendered pursuant to this Agreement; and
(c) have regard to any matter to which a prudent service provider should reasonably pay regard in accordance with customary industry standards for the provision of such services as those to be rendered pursuant to this Agreement.
Covenants of the Consultant. In further consideration for the Company's purchase of the Assets and the payments to be made to the Consultant hereunder, the Consultant covenants and agrees as follows:
Covenants of the Consultant. In consideration of the acknowledgments by the Consultant, and in consideration of the compensation and benefits to be paid or provided to the Consultant by the Corporation, the Consultant covenants that he is expressly prohibited from any of the following (either directly or indirectly) during the period of the Consulting Agreement and for three years after the conclusion of the Consulting Agreement:
(a) disclosing any Confidential Information of the Corporation.
(b) consulting for or investing in, owning, managing, operating, financing, controlling, or participating in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend the Consultant's name or any similar name to, lend Consultant's credit to or render services or advice to, any business whose products or activities compete in whole or in part with the products or activities of the Corporation anywhere within the United States;
(c) whether for the Consultant's own account or for the account of any other person, soliciting business of the same or similar type being carried on by the Corporation, from any person known by the Consultant to be a customer or competitor of the Corporation, whether or not the Consultant had personal contact with such person during and by reason of the Consultant's Consulting Arrangement with the Corporation;
(d) whether for the Consultant's own account or the account of any other person (i) soliciting, employing, or otherwise engaging as an employee, independent contractor, or otherwise, any person who is or was an employee of the Corporation at any time during the Consulting Period or in any manner inducing or attempting to induce any employee of the Corporation to terminate his Consulting Arrangement or employment arrangement with the Corporation; or (ii) interfering with the Corporation's relationship with any person, including any person who at any time during the Consulting Period was an employee, contractor, supplier, or customer of the Corporation; or
(e) at any time during or after the Consulting Period, disparaging the Corporation or any of its shareholders, directors, officers, employees, or agents. If any covenant in this Section 6.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jur...
Covenants of the Consultant. The Consultant agrees that he/she will obey all rules, regulations, and special instructions of the Company and all other rules, regulations, and special instructions applicable to Consultant in connection with his/her duties hereunder and will endeavor to improve Consultant’s expertise and knowledge, in an effort to increase the value of his/her services for the mutual benefit of the Company and the Consultant.
Covenants of the Consultant. 4.1. The Consultant shall be responsible for obtaining all necessary licenses and permits and for complying with any applicable federal, state, provincial and municipal laws, codes and regulations in connection with the provision of the Services hereunder and the Consultant shall when requested provide the Corporation with adequate evidence of his compliance with this Section 4. 1.
4.2. The Consultant shall comply, while on the premises used by the Corporation, with all the rules and regulations of the Corporation from time to time in force which are brought to his notice or of which he could reasonably be aware.
4.3. The Consultant acknowledges that as the result of entering into this Agreement he will be a "person in a special relationships, as that expression is defined in the securities laws of various provinces of Canada, with the Corporation, and that as such he may receive information concerning material changes in or material facts concerning the business and affairs of the Corporation that has not been generally disclosed, and it covenants and agrees that he will not purchase or sell any securities of the Corporation until such information has been generally disclosed.
Covenants of the Consultant. In consideration of the compensation and benefits to be paid or provided to the Consultant by the Corporation, the Consultant covenants that he may not, directly or indirectly at any time disparage the Corporation or any of its shareholders, directors, officers, employees, or agents. If the foregoing covenant is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Consultant. The period of time applicable to any covenant in this Section 6.2 will be extended by the duration of any violation by the Consultant of such covenant.
Covenants of the Consultant. Consultant (on his own behalf and on behalf of any and all related parties, affiliates, owners, members, employees, officers and directors) agrees with, and covenants to, the Company that:
(a) he (and such persons) will comply with all laws, rules and regulations related to the activities on behalf of the Company contemplated pursuant to this Agreement; and
(b) he will at all times engage in acts, practices and courses of business that comply with Section 17(a) and (b) of the Securities Act of 1933, as amended, as well as Section 10(b) of the Securities Exchange Act of 1934, as amended.
Covenants of the Consultant. The Consultant represents and warrants the following:
(i) that Consultant it is not under any contractual, other restriction or obligation which conflicts with, or is otherwise inconsistent with its duties hereunder or the Company's rights hereunder, provided, however, that nothing in this agreement shall prevent Consultant from rendering Consulting services, whether directly or indirectly, to other companies and/or legal entities and/or third parties.
(ii) that it agrees that all Confidential Information (as defined in Section 7) that is received by it or by its representatives or on behalf of it in connection with this Agreement, is the sole property of the Company and shall be used by the Consultant only in accordance with the terms and provisions of this Agreement, and that all services, documentation and intellectual property created by or for the Consultant with regard thereto shall be the exclusive property of and shall vest solely in the Company; with respect to the foregoing, all Confidential Information (as defined in Section 7) received by or created by the Consultant shall be disclosed to the Company immediately upon request or upon a Termination Date or Expiration Date under this Agreement. The Company hereby confirms that it shall not be considered a breach of this agreement to the extent that such Confidential Information has otherwise become publicly available (other than by reason of Consultant's breach of this agreement or under any other obligations owed by it to the Company)' where Consultant receives information through a third party who Consultant does not reasonably know to have breached a confidentiality obligation to the Company , where required by law, or where permitted by agreement to the parties;
Covenants of the Consultant. (a) The Consultant shall:
(i) take all reasonable steps necessary to ensure that no person or entity will have unauthorized access to the Work or any other Work Product or any portion thereof and in accordance with the Company's security and privacy policies, as such policies exist and may be amended from time to time;
(ii) promptly notify the Company if the Consultant becomes aware of any infringement of the Company's proprietary rights in or to the Work or any other Work Product or any portion thereof;
(iii) take all reasonable steps necessary to ensure that no person or entity will have unauthorized access to other information provided by the Company and that such information shall be maintained securely and in accordance with the Company's security and privacy policies, as such policies exist and may be amended from time to time; and
(iv) take all steps necessary to maintain securely all hardware, middleware, and software purchased on behalf of the Company to be utilized by the Consultant.
(b) The Consultant shall not:
(i) except for the Generic Software and as otherwise provided in Section 4 hereof, assign, sublicense, lease, encumber or otherwise transfer or attempt to transfer the Work or any other Work Product or any portion thereof;
(ii) except for the Generic Software, permit any third party to use or have access to the Work or any other Work Product or any portion thereof without the prior written consent of the Company;
(iii) permit any third party to use or have access to the information provided by the Company without the prior written consent of the Company; or
(iv) use the services of any independent contractor in such a manner that the independent contractor would have a claim of right to the Inventions.
