or reflecting unfavourably on either Party's reputation or their products or services, then the other Party may terminate this Agreement upon giving such notice as it deems appropriate. The non-offending Party's decision on such matter arising hereunder shall be based on its judgment as to whether or not the act or involvement of the offending Party has materially harmed or may be materially harmful to the Parties, their products, services or trademarks, in any respect, acting bona fidely. 42.0 NON-COMPETITION 32.1 In the event this Agreement is terminated pursuant to the provisions of paragraph 17, then the Party in default shall not enter into an agreement with any other Party to provide services similar to those provided herein or to provide its services similar to those provided for herein without an agreement, for a period of six (6) months from the effective date of termination. 42.2 In the event this Agreement is terminated pursuant to the provisions of paragraph 19.2, then the Party whose control has changed shall not enter into an agreement with any other Party to provide services similar to those provided herein or to provide its services similar to those provided for herein without an agreement, for a period of twelve (12) months from the effective date of termination. The Parties have executed this Agreement as of the day, month and year first above written by their proper officers duly authorized on that behalf. PARCELWAY COURIER SYSTEMS CANADA LTD. Per: (ILLEGIBLE) 11/20/95 c/s ----------------------------- Per: c/s ----------------------------- PUROLATOR COURIER LTD. Per: (ILLEGIBLE) c/s ----------------------------- Per: (ILLEGIBLE) --------------------------------