AND DELIVER SUCH FURTHER
INSTRUMENTS, WRITINGS, DOCUMENTS AND ASSURANCES (INCLUDING, WITHOUT LIMITATION,
SPECIFIC ASSIGNMENTS AND OTHER DOCUMENTATION WHICH MAY BE REQUIRED ANYWHERE IN
THE WORLD TO REGISTER EVIDENCE OF OWNERSHIP OF THE RIGHTS ASSIGNED PURSUANT
HERETO) AS THE COMPANY SHALL REASONABLY REQUIRE IN ORDER TO GIVE FULL EFFECT TO
THE TRUE INTENT AND PURPOSE OF THE ASSIGNMENT MADE UNDER SECTION 0 HEREOF.
IF
THE COMPANY IS FOR ANY REASON UNABLE, AFTER REASONABLE EFFORT, TO SECURE
EXECUTION BY THE CONTRACTOR ON DOCUMENTS NEEDED TO EFFECT ANY REGISTRATION OR TO
APPLY FOR OR PROSECUTE ANY RIGHT OR PROTECTION RELATING TO THE DEVELOPMENTS, THE
CONTRACTOR HEREBY DESIGNATES AND APPOINTS THE COMPANY AND ITS DULY AUTHORIZED
OFFICERS AND AGENTS AS THE CONTRACTOR'S AGENT AND ATTORNEY TO ACT FOR AND IN THE
CONTRACTOR'S BEHALF AND STEAD TO EXECUTE AND FILE ANY SUCH DOCUMENT AND DO ALL
OTHER LAWFULLY PERMITTED ACTS NECESSARY OR ADVISABLE IN THE OPINION OF THE
COMPANY TO EFFECT SUCH REGISTRATION OR TO APPLY FOR OR PROSECUTE SUCH RIGHT OR
PROTECTION, WITH THE SAME LEGAL FORCE AND EFFECT AS IF EXECUTED BY THE
CONTRACTOR.
5.5
REMEDIES.
THE PARTIES TO THIS AGREEMENT RECOGNIZE THAT
ANY VIOLATION OR THREATENED VIOLATION BY THE CONTRACTOR OF ANY OF THE PROVISIONS
CONTAINED IN THIS ARTICLE V WILL RESULT IN IMMEDIATE AND IRREPARABLE DAMAGE TO
THE COMPANY
AND THAT THE COMPANY COULD NOT ADEQUATELY BE COMPENSATED FOR SUCH
DAMAGE BY MONETARY AWARD ALONE.
ACCORDINGLY, THE CONTRACTOR AGREES THAT IN THE
EVENT OF ANY SUCH VIOLATION OR THREATENED VIOLATION, THE COMPANY
6
SHALL, IN ADDITION TO ANY OTHER REMEDIES AVAILABLE TO THE COMPANY AT LAW OR IN
EQUITY, BE ENTITLED AS A MATTER OF RIGHT TO APPLY TO SUCH RELIEF BY WAY OF
RESTRAINING ORDER, TEMPORARY OR PERMANENT INJUNCTION AND TO SUCH OTHER RELIEF AS
ANY COURT OF COMPETENT JURISDICTION MAY DEEM JUST AND PROPER.
5.6
REASONABLE RESTRICTIONS.
THE CONTRACTOR AGREES THAT ALL
RESTRICTIONS IN THIS ARTICLE V ARE REASONABLE AND VALID, AND ALL DEFENSES
TO
THE STRICT ENFORCEMENT THEREOF BY THE COMPANY ARE HEREBY WAIVED BY THE
CONTRACTOR.
ARTICLE VI
DEVOTION TO CONTRACT
6.1
DEVOTION TO CONTRACT.
DURING THE TERM OF THIS AGREEMENT,
THE CONTRACTOR SHALL DEVOTE SUFFICIENT TIME, ATTENTION, AND ABILITY TO THE
BUSINESS OF THE COMPANY, AND TO ANY ASSOCIATED COMPANY, AS IS REASONABLY
NECESSARY FOR THE PROPER PERFORMANCE OF THE SERVICES PURSUANT TO THIS
AGREEMENT.
NOTHING CONTAINED HEREIN SHALL BE DEEMED TO REQUIRE THE CONTRACTOR
TO DEVOTE ITS EXCLUSIVE TIME, ATTENTION AND ABILITY TO THE BUSINESS OF THE
COMPANY.
DURING THE TERM OF THIS AGREEMENT, THE CONTRACTOR SHALL, AND SHALL
CAUSE EACH OF ITS AGENTS ASSIGNED TO PERFORMANCE OF THE SERVICES ON BEHALF OF
THE CONTRACTOR, TO:
(A)
AT ALL TIMES PERFORM THE SERVICES FAITHFULLY, DILIGENTLY, TO THE BEST OF
ITS ABILITIES AND IN THE BEST INTERESTS OF THE COMPANY;
(B)
DEVOTE SUCH OF ITS TIME, LABOUR AND ATTENTION TO THE BUSINESS OF THE
COMPANY AS IS NECESSARY FOR THE PROPER PERFORMANCE OF THE SERVICES HEREUNDER;
AND
(C)
REFRAIN FROM ACTING IN ANY MANNER CONTRARY