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development or reduction to practice of any Work Product and all such written records will beavailable to and remain the sole property of Company at all times.     **6. ****Confidentiality****.**Consultant agrees that during the term of this Agreement andthereafter, Consultant shall not disclose without the prior written consent of Company, any CompanyConfidential Information. “Confidential Information” means all confidential information and/ortrade secrets relating to the business of Company or its affiliates, including without limitation,information concerning the management, business, operations, technology, products or business plansof Company or its affiliates. Confidential Information shall not include information thatConsultant can demonstrate (i) has become part of the public domain except by fault of Consultant,(ii) Consultant already possessed prior to its disclosure to Consultant by Company, or (iii)Consultant learned from a third party source having no duty of confidentiality to Company.Consultant further agrees to keep this Agreement and its terms confidential and not to reveal itscontents to anyone.     **7. ****Survival and Termination**. This Agreement may be terminated by either partyimmediately upon written notice to the other party in the event of a material breach by the otherparty in the performance of its/his obligations hereunder. Any breach by Consultant of any term ofParagraphs 4, 5, or 6 shall be deemed a material breach hereof. Additionally, either party mayterminate this Agreement at any time by providing the other party with 30 days prior written noticeof termination. The terms and obligations of Paragraphs 5 and 6 shall survive termination of thisAgreement for any reason whatsoever.     **8. ****Miscellaneous**.     Consultant is an independent contractor and is not an employee or agent of Company.Consultant shall be entitled to no benefits or compensation from Company except as set forth inthis Agreement and shall in no event be entitled to any fringe benefits payable to employees ofCompany. This Agreement shall inure to the benefit of and shall be binding upon the successors andthe assigns of the parties hereto; provided that, Consultant may not assign any rights orobligations hereunder without Company’s prior written consent (which may be withheld in Company’ssole discretion). If any provision of this Agreement is deemed invalid, all other provisions shallremain in full force and effect. This Agreement contains the entire agreement of the partiesconcerning its subject matter and supersedes all prior discussions, negotiations, promises, andagreements. This Agreement may be amended or modified, and any term hereof may be waived, only ina subsequent written document signed by the parties. Any notice required or permitted to be givenhereunder shall be in writing and may be personally served or sent by mail and properly addressed,postage paid, to the last known address of the other party hereto. This Agreement may be executedsimultaneously in any number of counterparts, each of which shall be deemed an original but all ofwhich together shall constitute one and the same instrument. This Agreement is entered into andexecuted in London, England and shall be governed by the laws of such jurisdiction.
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     **IN WITNESS WHEREOF**, the parties hereto have executed this Agreement as of the date first abovewritten.       CONSULTANT   Arrow No. 7 Ltd.              /s/ Anthony Selwyn Tabatznik   By: /s/ David A. Buchen              Address:   Its: Director              7 Cavendish Square,   David A. Buchen         [Printed Name]London W1G 0PE, United Kingdom      
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