four (24) months (the “Expiry Date”) from the Effective Date at which time it will automatically terminate.
4.5 Compensation upon Death of Agent. Upon the death of the Agent, any monies owed to the Agent pursuant to Section 3.1 of this Agreement and any monies to be received by the Agent pursuant to Section 4.4 of this Agreement shall be paid to the Agent's beneficiary, as may be designated by the Agent in any will or testamentary document.
ARTICLE 5
CONFIDENTIALITY AND NON-COMPETITION
5.1 Maintenance of Confidential Information. The Agent acknowledges that in the course of his appointment hereunder the Agent will, either directly or indirectly, have access to and be entrusted with information (whether oral, written or by inspection) relating to the Company or its respective affiliates, associates or customers (the “Confidential Information”). For the purposes of this Agreement, “Confidential Information” includes, without limitation, any and all Developments (as defined herein), trade secrets, inventions, innovations, techniques, processes, formulas, drawings, designs, products, systems, creations, improvements, documentation, data, specifications, technical reports, customer lists, supplier lists, distributor lists, distribution channels and methods, retailer lists, reseller lists, employee information, financial information, sales or marketing plans, competitive analysis reports and any other thing or information whatsoever, whether copyrightable or uncopyrightable or patentable or unpatentable. The Agent acknowledges that the Confidential Information constitutes a proprietary right, which the Company is entitled to protect. Accordingly the Agent covenants and agrees that during the Term and thereafter until such time as all the Confidential Information becomes publicly known and made generally available through no action or inaction of the Agent, the Agent will keep in strict confidence the Confidential Information and shall not, without prior written consent of the Company in each instance, disclose, use or otherwise disseminate the Confidential Information, directly or indirectly, to any third party.
5.2 Exceptions. The general prohibition contained in Section 5.1 against the unauthorized disclosure, use or dissemination of the Confidential Information shall not apply in respect of any Confidential Information that:
(a) | is available to the public generally in the form disclosed; | |
(b) | becomes part of the public domain through no fault of the Agent; | |
(c) | is already in the lawful possession of the Agent at the time of receipt of the Confidential Information; or |
(d) | is compelled by applicable law to be disclosed, provided that the Agent gives the Company prompt written notice of such requirement prior to such disclosure and provides assistance in obtaining an order protecting the Confidential Information from public disclosure. |
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5.3 Developments. Any information, technology, technical data or any other thing or documentation whatsoever which the Agent, either by himself or in conjunction with any third party, has conceived, made, developed, acquired or acquired knowledge of during the Agent’s appointment with the Company or which the Agent, either by himself or in conjunction with any third party, shall conceive, make, develop, acquire or acquire knowledge of (collectively the
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“Developments”) during the Term or at any time thereafter during which the Agent is engaged by the Company that is related to the business of designing and supplying security systems for the cargo transit industry shall automatically form part of the Confidential Information and shall become and remain the sole and exclusive property of the Company. Accordingly, the Agent does hereby irrevocably, exclusively and absolutely assign, transfer and convey to the Company in perpetuity all worldwide right, title and interest in and to any and all Developments and other rights of whatsoever nature and kind in or arising from or pertaining to all such Developments created or produced by the Agent during the course of performing this Agreement, including, without limitation, the right to effect any registration in the world to protect the foregoing rights. The Company shall have the sole, absolute and unlimited right throughout the world, therefore, to protect the Developments by patent, copyright, industrial design, trademark or otherwise and to make, have made, use, reconstruct, repair, modify, reproduce, publish, distribute and sell the Developments, in whole or in part, or combine the Developments with any other matter, or not use the Developments at all, as the Company sees fit.
5.4 Protection of Developments. The Agent does hereby agree that, both before and after the termination of this Agreement, the Agent shall perform such further acts and execute 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 5.3 hereof. If the Company is for any reason unable, after reasonable effort, to secure execution by the Agent on documents needed to effect any registration or to apply for or prosecute any right or protection relating to the Developments, the Agent hereby designates and appoints the Company and its duly authorized officers and agents as the Agent’s agent and attorney to act for and in the Agent’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 Agent.
5.5 Non-Solicitation. The Agent covenants and agrees with the Company that during the term hereof and for a period of twelve (12) months thereafter, the Agent will not:
(a) | contact, for the purpose of soliciting any business that is competitive with that carried on by the Company, any person who is a customer or client of the Company; or |
(b) | initiate contact with any employee of the Company for the purpose of offering him or her employment with any person other than the Company. |
5.6 Remedies. The parties to this Agreement recognize that any violation or threatened violation by the Agent 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 Agent 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
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injunction and to such other relief as any court of competent jurisdiction may deem just and proper.
5.7 Reasonable Restrictions. The Agent 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 Agent.
ARTICLE 6
MISCELLANEOUS
6.1 Notices. All notices required or allowed to be given under this Agreement shall be made either personally by delivery to or by facsimile transmission to the address as hereinafter set forth or to such other address as may be designated from time to time by such party in writing:
(a) | in the case of the Company, to: |
Bulldog Technologies, Inc.
301 – 11120 Horseshoe Way
Richmond, British Columbia
Canada V7A 5H7
Attention: President
Facsimile: 604-271-8654
(b) | and in the case of the Agent, to the Agent’s last residence address known to the Company. |
6.2 Change of Address. Any party may, from time to time, change its address for service hereunder by written notice to the other party in the manner aforesaid.
6.3 Entire Agreement. As of from the date hereof, any and all previous agreements, written or oral between the parties hereto or on their behalf relating to the appointment of the Agent by the Company are null and void. The parties hereto agree that they have expressed herein their entire understanding and agreement concerning the subject matter of this Agreement and it is expressly agreed that no implied covenant, condition, term or reservation or prior representation or warranty shall be read into this Agreement relating to or concerning the subject matter hereof or any matter or operation provided for herein.
6.4 Further Assurances. Each party hereto will promptly and duly execute and deliver to the other party such further documents and assurances and take such further action as such other party may from time to time reasonably request in order to more effectively carry out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created hereby.
6.5 Waiver. No provision hereof shall be deemed waived and no breach excused, unless such waiver or consent excusing the breach is made in writing and signed by the party to
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be charged with such waiver or consent. A waiver by a party of any provision of this Agreement shall not be construed as a waiver of a further breach of the same provision.
6.6 Amendments in Writing. No amendment, modification or rescission of this Agreement shall be effective unless set forth in writing and signed by the parties hereto.
6.7 Assignment. Except as herein expressly provided, the respective rights and obligations of the Agent and the Company under this Agreement shall not be assignable by either party without the written consent of the other party and shall, subject to the foregoing, enure to the benefit of and be binding upon the Agent and the Company and their permitted successors or assigns. Nothing herein expressed or implied is intended to confer on any person other than the parties hereto any rights, remedies, obligations or liabilities under or by reason of this Agreement.
6.8 Severability. In the event that any provision contained in this Agreement shall be declared invalid, illegal or unenforceable by a court or other lawful authority of competent jurisdiction, such provision shall be deemed not to affect or impair the validity or enforceability of any other provision of this Agreement, which shall continue to have full force and effect.
6.9 Headings. The headings in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
6.10 Number and Gender. Wherever the singular or masculine or neuter is used in this Agreement, the same shall be construed as meaning the plural or feminine or a body politic or corporate and vice versa where the context so requires.
6.11 | Time. Time shall be of the essence of this Agreement. |
6.12 Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and each of the parties hereto expressly attorns to the jurisdiction of the courts of the Province of British Columbia.
6.13
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Enurement. This Agreement is intended to bind and enure to the benefit of the Company, its successors and assigns, and the Agent and the personal legal representatives of the Agent.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.
BULLDOG TECHNOLOGIES INC.
Per: | /s/ John Cockburn | |
| Authorized Signatory |
Name: | John Cockburn | |
Title: | President | |
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EXECUTED by ARMAND L. FORTIN in the presence of:
/s/ Matthew Yoon
Signature
Matthew Yoon
Print Name
Suite 301, 11120 Horseshoe Way
Address
Richmond, BC V7A 5H7
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/s/ Armand L. Fortin
ARMAND L. FORTIN
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