7. Confidentiality Agreement. The Consultant may be afforded access to information regarding the business and affairs of theCompany and its products during the course of the assignment (“Confidential Information”),except such information which (i) is already in the party’s possession,without an obligation of confidentiality with respect thereto, prior to disclosure under this Agreement, (ii) is or subsequentlybecomes part of the public domain through no act or omission of the other party, (iii) is disclosed tothe party by a third party having no obligation of confidentiality thereto, provided the party did nothave actual or constructive notice that such information was wrongfully disclosed by such third party; or(iv) is independently developed by the party without access to or use of the Confidential Information.Notwithstanding the foregoing, each party shall be entitled to disclose such information: (a) to its agents, employees and representatives who have a need to know such information, for the purposeof performance under this Agreement and exercising the rights granted under this Agreement, or (b) to the extent required by applicablelaw, or (c) during the course of or in connection with any litigation, arbitration or other judicial proceeding based upon or in connection with the subject matter of this Agreement.The Consultant agrees to guard this Confidential Information, to hold it in strict confidence,and not to disclose it to others without the written permission of the Company or until suchinformation is otherwise publicly released by the Company. The Consultant agrees that upon terminationor completion of this Agreement, any notebook, data or information acquired or developed by the Consultant incarrying out the terms of this Agreement will be turned over to the Company. Except as otherwise specifically authorizedby the Company in writing, information,data and reports developed or acquired by Consultant in performance of this Agreement and furnished to the Company(the “Deliverables”) shall be the exclusive property of the Company. The Deliverables shall not be disclosed toany third party without the written consent of the Company. The Consultant acknowledges that the breach of any of thecovenants contained in this Section 7 will result in irreparable harm and continuing damages to the Company and theCompany’s business, and that the Company’s remedy at law for any such breach or threatened breach would beinadequate. Accordingly, in addition to such remedies as may be available to the Company at law or in equity in the eventof any such breach, any court of competent jurisdiction may issue an injunction (both preliminary and permanent), withoutbond, enjoining and restricting the breach or threatened breach of any such covenant, including, but not limited to, an injunction restraining the Consultant from disclosing, in whole orin part, any Confidential Information. The Consultant shall pay all of the Company’s costs and expenses, includingreasonable attorneys’ fees and accountants’ fees, incurred in enforcing such covenants.     8. Conflicts with this Agreement. Consultant represents and warrants that neither Consultant nor any of Consultant’s partners, employees or agents is under any pre-existing obligation inconflict or in any way inconsistent with the provisions of this Agreement. Consultant represents andwarrants that Consultant’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by Consultant in confidence or in trust prior to commencement of this Agreement.Consultant warrants that Consultant has the right to disclose and/or or use all ideas, processes, techniques and other information, if any, which Consultant has gained from third parties, and which Consultant has disclosed to the Company or which is necessary for the performance of the Services under this Agreement, without liability to such third parties. Notwithstanding the foregoing, Consultant agrees that Consultant shall not bundle with or incorporate into any deliveries provided to theCompany herewith any third party products, ideas, processes, or other techniques, without the express, written prior approval of the Company. Consultant represents and warrants that Consultant has not granted and will not grant any rights or licenses to any intellectual property or technology that wouldconflict with Consultant’s obligations under this Agreement. Consultant will not knowingly infringe upon any copyright, patent, trade secret or other property right of any former client, employer or third party in the performance of the Services required by this Agreement.     9. Miscellaneous.          (a) Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the parties.          (b) Sole Agreement. This Agreement, including the exhibits hereto, constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof.          (c) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight deliveryservice or confirmed facsimile, 48 hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party’s address or facsimile number as set forth below, or as subsequently modified by written notice.          (d) Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of Switzerland, without giving effect to the principles of conflict of laws.          (e) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.          (f) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.          (g) Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.[*Signature Page Follows*]
 

 
          The parties have executed this Agreement on the respective dates set forth below.     MYMETICS CORPORATION       By:     Jacques-François Martin  Title:  President & CEO  Date:         CONSULTANT