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 5 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 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 5 ARE REASONABLE AND
VALID, AND ALL DEFENSES
TO THE STRICT ENFORCEMENT THEREOF BY THE COMPANY ARE
HEREBY WAIVED BY THE CONTRACTOR.
ARTICLE 6
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 TO THE BEST
INTERESTS OF THE COMPANY OR CONTRARY TO THE DUTIES OF THE CONTRACTOR AS
CONTEMPLATED HEREIN.
6.2
OTHER ACTIVITIES.
THE CONTRACTOR SHALL
NOT BE PRECLUDED FROM ACTING IN A FUNCTION SIMILAR TO THAT CONTEMPLATED UNDER
THIS AGREEMENT FOR ANY OTHER PERSON, FIRM OR COMPANY.
ARTICLE 7
PRIVATE PLACEMENT OF COMPENSATION SHARES
7.1
DOCUMENTS REQUIRED FROM CONTRACTOR.
THE CONTRACTOR
SHALL COMPLETE, SIGN AND RETURN TO THE COMPANY AS SOON AS
POSSIBLE, ON REQUEST BY THE COMPANY, SUCH ADDITIONAL DOCUMENTS, NOTICES AND
UNDERTAKINGS AS MAY BE REQUIRED BY REGULATORY AUTHORITIES AND APPLICABLE LAW.
6
7.2
ACKNOWLEDGEMENTS OF CONTRACTOR
THE
CONTRACTOR
ACKNOWLEDGES AND AGREES THAT:
(A)
THE CONTRACTOR AGREES AND ACKNOWLEDGES THAT NONE OF THE
COMPENSATION SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
UNDER ANY STATE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OF THE UNITED STATES,
AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES