06 Okt Scientific Advisory Board Agreements
7.2.6. The Consultant acknowledges that the Company may, from time to time, enter into agreements with other persons, with the United States Government or its authorities, which impose obligations or restrictions on the Company with respect to inventions made during the Work under such agreements or with respect to the confidentiality of such Work. The Advisor undertakes to be bound by all obligations and restrictions that he is aware of and to take all necessary measures to comply with the Company`s obligations arising from such agreements. To clarify matters, all inventions, discoveries, computer programs, data, technologies, designs, innovations and improvements (patentable or not and protected by copyright or not) created, written, drawn or developed by the consultant, alone or in conjunction with others, in the course of the consultant`s activities with third parties, including, but not at a single hospital, designed, reduced to practice, research institutes, medical or other institutions, and not in the course of its provision of advisory services under this Agreement and which are not directly or indirectly derived from protected information, do not constitute “inventions” under this Agreement. Therefore, taking into account the commitments and reciprocal agreements set out below and which will enter into force at the time of this Agreement, the Company and the Consultant hereby agree as follows: 11. The global agreement. This Agreement defines the parties` full understanding of the subject matter of the Contract and supersedes all prior agreements, understandings and communications, whether oral or written, with respect to the subject matter of this Agreement, and all such prior agreements, arrangements and communications shall be deemed to have terminated. 9.1. The Consultant represents and warrants to the Company that it does not currently have an agreement with third parties, that it has no conflicting interests or other obligations to third parties that would conflict with the terms of this Agreement and the Company`s activities and in the priority areas of the Company`s intellectual property portfolio, nor will advise the Consultant into such an agreement or make any such commitment. without the prior written consent of the company. The consultant also declares that the provision of the services does not violate any agreement or obligation with third parties, including the obligation not to participate in activities likely to compete with this party. The Consultant understands the confidentiality of the information and material that it will purchase or develop when providing its services under this Agreement.
The Consultant acknowledges that if such information or materials are disclosed to competitors of the Company, such disclosure could harm the Company. Notwithstanding the foregoing, nothing in this Section 9 or elsewhere in this Agreement shall impair, restrict or impair the freedom or ability of the Counsellor to perform his or her obligations and responsibilities to the Adviser`s employer. .