The Consultant and Mr. Mrs [ ] shall not for a period of 12 months from the date of termination of the Appointment either on its or his/her own behalf or on behalf of any person, firm or company in relation to the business activities of the Company in which the Consultant has been engaged or involved, directly or indirectly:
The Consultant and Mr. Chornet shall not, whether directly or indirectly, use, divulge, diffuse, sell, transfer, reproduce, give, circulate, or otherwise distribute to any Person, or otherwise make public, any Confidential Information.
The Consultant and Mr. Chornet agree that all Works and Intellectual Property Rights they produce alone and with others for and on behalf of the Client will be original and will not, to their knowledge, infringe or violate any Intellectual Property Rights of any of Mr. Chornet’s former employers or of any other third party (including without limitation the University of Sherbrooke). Without limiting the generality of the foregoing, no third party (including without limitation the University of Sherbrooke) shall claim any right, title and interest in and to said Works and Intellectual Property Rights related to said Works.
The Consultant and Mr. Chornet shall not, at any time during the Term of this Agreement or at any time following the termination of this Agreement, engage in any pattern of conduct that involves the making or publishing of written or oral statements or remarks (including, without limitation, the repetition or distribution of derogatory rumors, allegations, negative reports or comments) which are disparaging, deleterious or damaging to the integrity, reputation or goodwill of the Client, its subsidiaries or their respective officers, directors, shareholders, employees, consultants, agents, customers (including the Customers), prospective customers, suppliers or distributors.
The Consultant and Mr. Chornet acknowledge that any document, equipment and any other property of the Client or its subsidiaries including, without limitation, any file, work, document, sample, model, plan, xxxx-up, film or estimate, directly or indirectly related to the Business, which may be removed from the premises or taken from computers of the Client or any of its subsidiaries, shall remain the exclusive property of the Client or its subsidiaries and shall be returned immediately upon request or after the termination of this Agreement.
The Consultant and Mr. Chornet shall give to the Client a full and satisfactory release upon receipt of the amounts set forth in this Article XIV.
The Consultant and Mr. Chornet shall not assign or transfer this Agreement or any rights or obligations hereunder. The Client shall have the right, at all times, to assign or transfer this Agreement or any rights or obligations hereunder in all circumstances, including in connection with any sale, transfer or other disposition of all or substantially all of the business and assets of the Client.
