Scope of Services. After the Commencement Date, the Consultant will provide from time totime such consulting services to the Company as the Company may request, and that the Consultantshall be willing and able to provide. The Consultant shall provide the services agreed to by theparties. The Consultant shall at all times perform its duties and discharge its responsibilitiesunder this Agreement diligently and conscientiously, and to the best of its ability, and shalldirect its best efforts to further and maximize the business and interests of the Company and itsstockholders, in accordance with sound business practices and applicable laws and regulations. TheConsultant shall render the services in a timely and professional manner consistent with industrystandards and in accordance with this Agreement. The Consultant may not subcontract or otherwisedelegate its obligations under this Agreement without the Company’s prior written consent. Subjectto compliance with the Consultant’s obligations hereunder, the Consultant shall retain the solecontrol and discretion to determine the methods by which the Consultant performs the services andthe places at which, the equipment and supplies with which, and the hours during which suchservices are to be rendered.Conflicts of Interest. The Consultant agrees for itself and all affiliates and employeesthat, during the term of this Agreement, it and its affiliates and employees shall not act in anyadvisory or other capacity for any individual, firm, association or corporation other than theCompany in matters in any way pertaining to any business or undertaking in any way similar to orcompetitive with the business or activities of the Company.Commencement of Consulting Services. This Agreement will become effective, and theprovision of consulting services to be provided by the Consultant hereunder will commence, on thedate first set forth above (the “Commencement Date”).Term and Termination of Agreement. This Agreement shall have a term of two years (2) yearsfrom the Commencement Date and the Consultant’s service as a consultant, hereunder shall terminateon the second anniversary of the Commencement Date, or earlier, upon the first to occur of thefollowing events:The Company’s written notice of its election to terminate the Consultant’s service as a consultantdue to the material breach by the Consultant of any of the Consultant’s covenants under thisAgreement, including, but not limited to, those covenants set forth in Sections 7 through 9 hereof;orWritten notice from the Consultant that the Consultant elects to discontinue its service as aconsultant to the Company.Compensation. In consideration of the services to be provided by the Consultant pursuant tothis Agreement, the Company shall pay to the Consultant $2,500.00 per day for each full day ofconsulting service to or for the Company (for the avoidance of doubt, a “full day” shall constituteat least eight (8) hours of a calendar day of such service to or for the Company), or as otherwiseagreed in writing by the parties, provided, however, that in no event shall the Company beobligated to, or otherwise pay, to Consultant aggregate compensation in any fiscal year of theCompany equal to or in excess of $120,000 without the Company’s express prior written approval tothe Consultant to provide such service in excess of such amount. It is expected that
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the Consultantwill provide approximately three to four days of consulting service per month. Unless otherwiseagreed by the parties, payment for consulting service to or for the Company, if reasonablysatisfactory to the Company, shall be due thirty (30) days from receipt by the Company of theConsultant’s invoice therefor.The Company shall reimburse the Consultant for all reasonable expenses of its employees incurred inconnection with providing consulting services to the Company, such as economy travel to and fromthe Company’s offices or facilities, hotel, rental car, meals and other reasonable incidentalbusiness expenses.The Consultant acknowledges and agrees that it shall be the Consultant’s obligation to report asincome all compensation received by the Consultant pursuant to this Agreement and to pay anywithholding taxes, self-employment taxes, and social security, unemployment or disability insuranceor similar items, including interest and penalties thereon, in connection with any payments made tothe Consultant by the Company. The Consultant shall indemnify, hold harmless and, at the Company’sdiscretion, defend the Company against any and all liability related thereto, including, withoutlimitation, any taxes, penalties and interest the Company may be required to pay as a result of theConsultant’s failure to report such compensation or make such payments.Noncompetition. The Consultant shall not at any time during the period of the Consultant’sservice to the Company as a consultant or for a period of two years thereafter render any services,directly or indirectly for any Competitor (as defined below) of the Company.The Consultant shall not, at any time during the period of the Consultant’s service to the Companyas a consultant or for a period of two years thereafter, influence or attempt to influence, eitherdirectly or indirectly, any employee of the Company or of any affiliated entity to leave orterminate such individual’s employment with the Company or with any affiliate of the Company.The Consultant shall not, at any time during the period of the Consultant’s service to the Companyas a consultant or for a period of two years thereafter, influence or attempt to influence, eitherdirectly or indirectly, any customer or client of the Company or of any affiliated entity todiscontinue purchasing or using the products or services of, or to cancel or fail to renew acontract with, the Company or any affiliate of the Company.For purposes of this Agreement, the term “Competitor” shall mean any person, whether an individualor entity (includingthe Consultant), that at any time is directly or indirectly (forexample, through an affiliated or controlled individual or entity) engaged in or about to engage inthe manufacture of pharmaceutical active or intermediate products, perchlorate chemicals, sodiumazide, fire suppression agents competitive with Halotron fire suppression agents, orenvironmental protection products competitive with those designed or manufactured by the Company orany of its subsidiaries.The Consultant agrees and acknowledges that the breach by the Consultant of any of the provisionsof this Section will cause the Company irreparable damage, that the remedy at law for
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any suchbreach could be inadequate, and that the Company, in addition to any other relief available to it,shall be entitled to appropriate temporary and permanent injunctive relief restraining theconsultant from committing or continuing such breach, without the necessity of providing a bond orother security or of proving actual damages. The Consultant agrees to pay all costs and attorneys’fees incurred by the Company in obtaining such injunctive or other relief.Confidential Information.The Consultant shall never, either during the period of the Consultant’s service to the Company asa consultant or thereafter, use or employ for any purpose or disclose to any other individual orentity any Confidential Information (as defined below). The Consultant acknowledges and agrees thatall Confidential Information is proprietary to the Company, is extremely important to the Company’sbusiness, and that the use by or disclosure of such Confidential Information to a Competitor couldmaterially and adversely affect the Company, its business and its customers.Upon any termination of the period of the Consultant’s service to the Company, the Consultant shallleave with or return immediately to the Company any and all records and any and all compositions,articles, devices and other similar or related items that disclose or contain any ConfidentialInformation, including all copies or specimens thereof, whether in the Consultant’s possession orunder the Consultant’s control, or whether prepared by the Consultant or by others. For purposes ofthis Agreement, the term “Company” shall refer to the Company and each of its subsidiaries, and toany other corporation or entity that is owned or controlled, directly or indirectly, by the Companyor that is under common ownership or control with the Company. For purposes of this Agreement, theterm “Confidential Information” shall mean information, ideas and materials in any form that arenot generally known to the public that (i) relate to (A) the Company, including its customers,suppliers, vendors, employees, consultants, contractors and other persons with which the Companymay have relationships (“Related Persons”), or (B) the Company’s past, present or futureoperations, processes, products or services, or to any research, development, manufacture,purchasing, accounting, engineering, marketing, merchandising, advertising, selling, leasing,financing or business methods or techniques (including without limitation customer lists, recordsof customer services, usages and requirements, sketches and diagrams of Company or customerfacilities and like and similar information relating to actual or prospective customers) that is ormay be related thereto, or (ii) the Consultant received from or are made accessible by the Companyor its Related Persons (including its or their facilities or equipment). All information disclosedto the Consultant or to which the Consultant obtains access during any period of the Consultant’sservice to the Company, whether pursuant to this Agreement or otherwise, or to which the Consultantobtains access by reason of any such service to the Company, that the Consultant has a reasonablebasisto believe is or may be Confidential Information, shall be presumed for purposes of this Agreementto be Confidential Information.The Consultant shall not breach any agreements to keep in confidence, or to refrain from using, theconfidential or proprietary information, ideas or materials (including the trade secrets) of anythird party, including another existing or former client or customer. The consultant shall notprovide to the Company any information, ideas or materials of any third party, in the Work Product(as defined below) or otherwise, nor shall the Consultant use any such information, ideas
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ormaterials in its activities for the Company, without the prior written consent of the Company andsuch third party.Inventions.Immediately upon its discovery or completion, the Consultant shall promptly and fully disclose eachInvention (as defined below) in writing to the Company. The Consultant shall make this disclosureregardless of whether an Invention is discovered, conceived or completed by the Consultant alone orjointly with others, and regardless of whether or not the Invention is discovered, conceived orcompleted in furtherance of the Consultant’s service to or for the Company, whether pursuant tothis Agreement or otherwise, and regardless of whether or not the Invention was discovered,conceived or completed during normal working hours or on the premises of the Company.The Consultant hereby irrevocably assigns and agrees to assign to the Company, without additionalconsideration, all right, title and interest in and to all work product and all of the Consultant’sright, title and interest in and to all Inventions, in each case whether currently existing orlater developed, created, reduced to practice or prepared, including, without limitation, allintellectual property and proprietary rights related thereto, whether existing now or in thefuture. The Consultant hereby irrevocably assigns and agrees to assign to the Company, withoutadditional consideration, all letters patent or copyrights or applications therefor at any timegranted or made, whether in the United State of America or in any foreign nation, upon or withrespect to any Invention. All Work Product and all intellectual property rights relating thereto,as well as all Inventions to the extent assigned hereunder, shall be the sole property of theCompany, with the Company having the right to obtain and hold in its own name all such Work Productand intellectual property rights and other Inventions. Such ownership and assignment shall beeffective immediately upon the development, creation, conception, reduction to practice orpreparation of the Work Product or intellectual property rights.The Consultant shall from time to time execute, acknowledge and deliver promptly to the Company(without charge to the Company but at the expense of the Company) such written instruments anddocuments, and shall take such other and further action with respect to any invention, as may benecessary or desirable in order to enable the Company to obtain and maintain patents and/orcopyrights therein, or to vest the entire right title and interest thereto in the Company.The Consultant shall not assert any rights under any Inventions as having been made or acquired bythe Consultant prior to the commencement of the Consultant’s service to the Company.For purposes of this Agreement, the term “Inventions” means discoveries, developments, improvementsand ideas (whether or not shown or described in writing or reduced to practice) and works ofauthorship (including computer software), whether or not patentable or copyrightable: (i) that areor may be related to the manufacture of perchlorate chemicals, sodium azide, fire suppressionagents competitive with Halotron fire suppression agents, active pharmaceutical ingredients andintermediates for the pharmaceutical industry, or environmental protection products competitivewith those designed or manufactured by the Company and its subsidiaries, or to any research,development, manufacture, purchasing, accounting, engineering,
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marketing, merchandising,advertising, selling, leasing, financing or business methods or techniques or any improvements toany of the foregoing; (ii) that relate to the Company’s actual or demonstrably anticipated researchor development with respect to any of the foregoing; (iii) that result from any services at anytime performed by the Consultant for the Company, whether pursuant to this Agreement or otherwise;(iv) for which equipment, supplies, facilities or trade secret information of the Company is used;or (v) that are developed on any Company time with respect to any activity referred to above. Forpurposes of this Agreement, the term “Inventions” shall include all “Work Product” which shall meanall materials, information and ideas (including, without limitation, documentation, reports andother copyrightable works) that are delivered or made available to the Company, or are developed,created, conceived, reduced to practice or prepared by or for the Consultant (alone or withothers), (a) during the term of this Agreement (whether or not during regular business hours) inconnection with the services rendered by the Consultant to the Company, or (b) if based onConfidential Information or derived or resulting from any Work Product, during the term or aftertermination of this Agreement.Survivial. The Consultant’s obligations set forth in Sections 7 through 9 hereof shallsurvive the expiration or other termination of this Agreement and the period of the Consultant’sservice to the Company.Notices. Any notice permitted or required to be given pursuant to this Agreement shalldeemed to have been given when appropriate notice thereof has been validly given or served inwriting and delivered personally or sent by registered or certified mail, postage prepaid, to thefollowing address:   If to the Company or to any American Pacific Corporation subsidiary thereof:3883 Howard Hughes Parkway, Suite 700,  Las Vegas, Nevada 89169    If to the Consultant, to: The Consultant’s address as