officer or director, Contractor, consultant, agent,
member, advisor or other representative of the competitive entity.
For purposes of this Agreement, an entity that is competitive with BSQUARE
includes any "affiliates", which are defined as any person, partnership, joint
venture, corporation or other form of enterprise, domestic or foreign, including
subsidiaries, that directly or indirectly control, are controlled by or are
under common control with the competitive entity. However, to the extent that a
business entity is considered competitive with BSQUARE, Contractor may work for
an affiliate, division or operating unit of such entity if Contractor does not
engage in business activities that are considered to be competitive with BSQUARE
as described in Section 7.3.1 above.
7.4. Contractor agrees that during the Term, Contractor will promptly and fully
disclose to BSQUARE any business opportunity coming to Contractor attention, or
conceived or developed in whole or in part by Contractor, which relates to
BSQUARE's business, or anticipated business. Contractor will not at any time
exploit such business opportunities for Contractor's own gain or that of any
person or entity other than BSQUARE.
7.5. During the Term and for a period after that is the greater of either a) one
month, or b) the length of the term of Services rendered to BSQUARE (not to
exceed one year), Contractor will not perform any work or services for any of
BSQUARE's customers other than work performed on behalf of BSQUARE pursuant to
this Agreement.
7.6. Contractor understands that in cases where this Section 7 does not apply,
Contractor is still subject to all other obligations he or she has to BSQUARE,
including the obligations related to BSQUARE's Confidential Information.
7.7. Nothing herein shall limit BSQUARE's or Contractor's rights to pursue any
legal remedies available to BSQUARE or Contractor, including, but not limited
to, remedies available under common law and statutory remedies.
8. Limited Warranties.
8.1. Contractor's Warranty. Contractor represents and warrants that he or she
has disclosed all facts, if any, pertaining to restrictions on Contractor's
ability to enter into this Agreement. Contractor further represents and warrants
that he or she is not bound by any agreements with third parties that would
prevent Contractor from lawfully performing services provided by Contractor to
BSQUARE. Contractor understands that it is BSQUARE's policy not to improperly
obtain or use confidential, proprietary or trade secret information that belongs
to third parties, and Contractor agrees not to use such third-party
confidential, proprietary or trade secret information for BSQUARE's benefit.
8.2. Professionalism. Contractor represents and warrants that Contractor and
anyone assigned to the Services is properly licensed and otherwise qualified to
perform the Services and that the Services will be performed in a good,
professional manner, consistent with industry standards.
8.3. Compliance with Law. Contractor warrants that: (i) Contractor is a United
States citizen or has notified BSQUARE that Contractor is not a U.S. Citizen and
is otherwise eligible and qualified to work in the United States and where any
visas or other requirements apply, Contractor shall be fully responsible