Directors Representations Warranties and Covenants. The Director represents and warrants that no third party has rights to his services in any capacity in the specific areas in which the Company is conducting business, that he is not a party to any arrangement or agreement relating to compensation provided by a third relating in relation to the business, products or services of the Company (a “Third-Party Compensation Agreement”) and that he is in no way contravening any agreement between any third party and the Director or creating a conflict of interest as a result of his service on the Board, and that he understands his (i) duty of loyalty, (ii) duty of confidentiality, (iii) duty to abide by all relevant securities laws of the United States and any other jurisdictions, (iv) duties of due care and good faith and (v) his role as a Director in protecting stockholders’ rights. The Director covenants that as long as he serves on the Board, he will not enter into any agreement that will create a conflict of interest with the Company and that he that he will comply with the Organizational Instruments, the Company’s policies and guidelines, all applicable laws and regulations, including Section 10 and Section 16 of the Securities Exchange Act of 1934 and the rules of Exchanges on which the Company’s securities are or may be traded or quoted; that if he is designated as an independent director, he will promptly notify the Board of any circumstances that impair or may potentially impair his status as such; and that he will not become a party to a Third-Party Compensation Agreement without the prior written approval of the Board. The Director agrees that he will not, throughout the term of this Agreement, without obtaining the Board’s prior written consent, directly or indirectly engage or prepare to engage in any activity in competition with the Company’s business, products or services, accept employment or provide services to (including service as a member of a board of directors), or establish a business in competition with the Company.
Directors Representations Warranties and Covenants
