of Fifty Dollars ($50.00) for each fifteen (15) minutes worked by Consultant hereunder.Notwithstanding any provision in this Agreement to the contrary, Consultant shall not be entitledto any compensation for his time spent traveling to or from his primary or secondary residence,except for any specific time during the course of such travel that Consultant performs substantivework hereunder, and then only in accordance with the terms set forth in the first two sentences ofthis Section 5. In addition, Consultant will be compensated for all reasonable expenses incurredby him with the prior written approval of the CSS Representative, which compensation shall be paidto Consultant upon receipt of a statement of services submitted by Consultant. CSS shall payConsultant upon receipt of a statement of services submitted by Consultant on a monthly basis.Notwithstanding any provision in this Agreement to the contrary, CSS and Consultant agree that solong as this Agreement is not terminated by CSS for “cause” pursuant to Section 9(c) hereof,Consultant shall be eligible to receive a minimum payment hereunder in an amount equivalent toSeventy-Five Thousand Dollars ($75,000.00) (the “Minimum Payment Commitment”), which shall becalculated and paid as set forth in the last sentence of this paragraph. For purposes ofclarifying the immediately preceding sentence, CSS and Consultant agree that if this Agreement isterminated by CSS pursuant to Section 9(a), 9(b) or 9(d) hereof, Consultant still shall be eligibleto receive the Minimum Payment Commitment. If on each of April 30, 2011, May 30, 2011 and June 30,2011 the aggregate amount owed and/or paid to Consultant hereunder for actual services provided byConsultant hereunder during such applicable month does not equal or exceed one-third of the MinimumPayment Commitment, then Consultant shall invoice CSS, and CSS shall pay Consultant, for suchdifference; provided, however, that such amount shall be reduced by and to the extent of anyearnings and other compensation received by Consultant or accrued for Consultant’s benefit (whetheras an employee or as an independent contractor) during such period.     6. **Assignment of Intellectual Property****.**In this Agreement, “**Intellectual Property**” means all works, including literary, pictorial, graphic,sculptural, and architectural work, works of visual art, and other work that may be the subject ofcopyright protection; advertising and marketing ideas and concepts; information; data; formulae;designs; models; drawings and sketches; computer programs, including all written instructionstherefor and documentation thereof; design specifications; flowcharts; trade secrets; and anyinventions, including all processes, machines, manufactures and compositions of matter and anyother invention that may be the subject of patent protection, and all statutory protection obtainedor obtainable thereon.Consultant hereby assigns to CSS all right, title and interest in and to all Intellectual Propertycreated by Consultant in connection with his services to CSS, including all copyrights, andConsultant agrees that the ownership of same will vest solely in CSS. All Intellectual Property socreated by Consultant which is copyrightable, whether or not “work made for hire” under the U.S.Copyright Act of 1976, as amended, will vest solely in CSS. As to copyrights, this assignment willbe effective for the entire scope and duration of the copyrights and will specifically include allrights to derivative works. Consultant waives all rights of attribution and integrity for specificworks created by Consultant as to all marketing, advertising, and commercial uses thereof.Consultant agrees promptly to execute, without charge, all declarations, assignments and otherdocuments reasonably required by CSS to perfect CSS’ right, title and interest in and to allIntellectual Property.
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     7. **Confidential Information****.**Consultant recognizes and acknowledges that by reason ofhis rendering services to CSS, he has had and will continue to have access to confidentialinformation of CSS and its affiliates, including, without limitation, information and knowledgepertaining to products and services offered, inventions, innovations, designs, ideas, plans, tradesecrets, proprietary information, advertising, distribution and sales methods and systems, salesand profit figures, customer and client lists, and relationships between CSS and its affiliates anddealers, distributors, wholesalers, customers, clients, suppliers and others who have businessdealings with CSS and its affiliates (“Confidential Information”). Consultant acknowledges thatsuch Confidential Information is a valuable and unique asset and covenants that he will not, eitherduring or after the term of this Agreement, disclose any such Confidential Information to anyperson for any reason whatsoever without the prior written authorization of the CSS Representative,unless such information is in the public domain through no fault of Consultant or except as may berequired by law.     8. **Equitable Relief****.**     (a) Consultant acknowledges that the restrictions contained in Sections 6 and 7 hereof arereasonable and necessary to protect the legitimate interests of CSS and its affiliates, that CSSwould not have entered into this Agreement in the absence of such restrictions, and that anyviolation of any provision of those Sections will result in irreparable injury to CSS. Consultantrepresents and acknowledges that (i) he has been advised by CSS to consult his own legal counsel inrespect of this Agreement, and (ii) that he has had full opportunity, prior to execution of thisAgreement, to review, prior to execution of this Agreement, thoroughly this Agreement with hiscounsel.     (b) Consultant agrees that CSS shall be entitled to preliminary and permanent injunctiverelief, without the necessity of proving actual damages, as well as an equitable accounting of allearnings, profits and other benefits arising from any violation of Sections 6 or 7 hereof, whichrights shall be cumulative and in addition to any other rights or remedies to which CSS may beentitled. In the event that any of the provisions of Sections 6 or 7 hereof should ever beadjudicated to exceed the time, geographic, product or service, or other limitations permitted byapplicable law in any jurisdiction, then such provisions shall be deemed reformed in suchjurisdiction to the maximum time, geographic, product or service, or other limitations permitted byapplicable law.     (c) Consultant irrevocably and unconditionally (i) agrees that any suit, action or other legalproceeding arising out of this Agreement, including without limitation, any action commenced by CSSfor preliminary and permanent injunctive relief and other equitable relief, may be brought in theUnited States District Court for the Eastern District of Pennsylvania, or if such court does nothave jurisdiction or will not accept jurisdiction, in any court of general jurisdiction inPhiladelphia County, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any suchcourt in any such suit, action or proceeding, and (iii) waives any objection which Consultant mayhave to the laying of venue of any such suit, action or proceeding in any such court. Consultantalso irrevocably and unconditionally consents to the service of any process, pleadings, notices orother papers in a manner permitted by the notice provisions of Section 12 hereof.     (d) Consultant agrees that he will provide, and that CSS may similarly provide, a copy ofSections 6 and 7 of this Agreement to any business or enterprise (i) which he may directly orindirectly own, manage, operate, finance, join, control or participate in the ownership,management, operation,
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financing, control or control of, or (ii) with which he may be connected with as an officer,director, employee, partner, principal, agent, representative, consultant or otherwise, or inconnection with which he may use or permit his name to be used.     9. **Termination**. This Agreement shall terminate prior to the expiration of its Termset forth in Section 2 above upon the occurrence of any one of the following events:          (a) **Disability**. In the event that Consultant is unable fully to perform his dutiesand responsibilities hereunder to the full extent required by the CSS Representative by reason ofillness, injury or incapacity for one (1) week, this Agreement may be immediately terminated byCSS, and CSS shall have no further liability or obligation to Consultant for compensationhereunder.          (b) **Death**. In the event that Consultant dies during the Term, CSS shall pay to hisexecutors, legal representatives or administrators an amount equal to the compensation earned byConsultant at the date of death, and thereafter CSS shall have no further liability or obligationhereunder to his executors, legal representatives, administrators, heirs or assigns or any otherperson claiming under or through him.          (c) **Cause**. Nothing in this Agreement shall be construed to prevent its terminationimmediately by CSS at any time for “cause”. For purposes of this Agreement, “cause” shall meanfailure of Consultant to perform or observe any of the material terms or provisions of thisAgreement or to comply fully with the lawful directives of the CSS Representative, dishonesty,misconduct, conviction of a crime involving moral turpitude, substance abuse, misappropriation offunds, disparagement of CSS (or its management or employees), or other proper cause. CSS’liability, if any, for payments to Consultant by virtue of any wrongful termination of Consultant’sconsulting relationship pursuant to this Agreement shall be reduced by and to the extent of anyearnings received by or accrued for the benefit of Consultant during any unexpired part of theTerm.          (d) **Without Cause**. Notwithstanding any provision in this Agreement to the contrary,CSS may terminate this Agreement at any time for any reason by providing the Consultant with thirty(30) days prior written notice of CSS’ intent to terminate this Agreement.     10. **Survival****.**Notwithstanding the termination of this Agreement by reason of eitherConsultant’s disability under Section 9(a), for cause under Section 9(c) or without cause underSection 9(d), his obligations under Sections 6 and 7 hereof shall survive and remain in full forceand effect for the periods therein provided, and the provisions for equitable relief againstConsultant in Section 8 hereof shall continue in force.     11. **Governing Law****.**This Agreement shall be governed by and interpreted under the lawsof the Commonwealth of Pennsylvania without giving effect to any conflict of laws provisions.     12. **Notices**. All notices and other communications required or permitted hereunder ornecessary or convenient in connection herewith shall be in writing and shall be deemed to have beengiven when hand delivered or mailed by registered or certified mail, as follows (provided thatnotice of change of address shall be deemed given only when received):
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If to CSS, to:CSS Industries, Inc.