CONSULTANT AGREEMENT7. Confidentiality. “Confidential Information” as used in this Agreement includes but isnot limited to the following: technical, economic, financial, marketing, research and development,scientific studies, analyses, training methods, new products or new uses for old products,merchandising and selling techniques, customer lists, contracts, licenses, accounting, businesssystems and computer programs, long-range planning, financial plans and results, or otherinformation which is not common knowledge among competitors or other companies who may like topossess such information. Contractor shall not disclose the Company’s Confidential Information toothers outside the Company, without Company’s prior written permission. Contractor shall not useany Confidential Information for Contractor’s own benefit. This paragraph is in addition to andnot in replacement of any and all similar agreements and covenants previously entered into betweenContractor and Company .8. Intellectual Property. Any inventions or ideas created by Contractor during the term ofthis Agreement and one (1) year after termination or expiration of this Agreement shall be theproperty of Company to the extent they relate to the Services. Contractor shall communicate toCompany all ideas, concepts, discoveries, improvements, or inventions conceived or made byContractor during the course of this Agreement and relating to Company’s business or utilizingCompany’s information, equipment, or property (“Intellectual Property”). Contractor shall assistCompany in obtaining the appropriate protection for intellectual property and shall sign allnecessary documents to protect and assign to Company all Intellectual Property under thisAgreement.9. Governing Law; Arbitration; Filing of Suit. This Agreement is made under and shall beconstrued according to the Laws of the State of Texas. Any dispute arising out of this Agreementwhich cannot be resolved to the mutual satisfaction of the parties shall be submitted forarbitration by the American Arbitration Association in the State of Texas, County of Dallas, inaccordance with the rules and procedures of the American Arbitration Association. The awardrendered pursuant to such arbitration shall be final, and judgment may be entered upon it inaccordance with applicable law in any court having jurisdiction thereof. All parties shall beartheir own attorneys’ fees, costs and expenses of arbitration.10. Amendment. This Agreement shall not be modified, amended, rescinded, canceled, orwaived in whole or in part, except by written amendment signed by an officer of Company andContractor.11. Relationship of Parties. Contractor, in furnishing services to Company hereunder, isacting only as an independent contractor, and not as an agent of Company. Nothing in thisAgreement shall be construed to create the relationship of employer and employee, master andservant, or principal and agent, between Company, Contractor or any of Contractor’s employees.This Agreement shall not be construed to be a partnership or joint venture. No employees or agentsof either party shall be deemed to be employees or agents of the other party for any reasonwhatsoever.12. Integration Clause. This Agreement, including exhibits, represents the complete andintegrated agreement of the parties with respect to the matters recited herein, and except asexpressly set forth herein, supersedes all prior or contemporaneous written or oral agreements orunderstandings with respect hereto.13. General Provisions. The rights and obligations specified in Paragraphs 6, 7 and 8shall survive and continue after termination of this Agreement and shall bind the parties and theirlegal representatives, successors, heirs, and assigns. Contractor agrees to comply with allapplicable federal, state and local laws, regulations, and ordinances. In the event of anyconflict, inconsistency, or ambiguity between provisions of this Agreement and the exhibitsattached hereto, the provisions of the Agreement shall control. If any provision of this Agreement (including the exhibits attached hereto) is deemed tobe invalid or unenforceable, the remainder of the Agreement shall continue in full force and effectand shall in no way be impaired or invalidated.
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CONSULTANT AGREEMENTIN WITNESS WHEREOF, the parties hereto have fully executed this Agreement as of the date firstwritten above.     COMPANY