THE CONSULTING PERIOD, OR THE DATE UPON WHICH CONSULTANT IS NO LONGER
ELIGIBLE FOR SUCH COBRA OR OTHER BENEFITS UNDER APPLICABLE LAW.
3.5.
INSURANCE.
THROUGH DECEMBER 31, 2008, THE COMPANY WILL REIMBURSE
CONSULTANT FOR PREMIUMS PAID BY CONSULTANT IN RESPECT OF A LIFE INSURANCE POLICY
COMPARABLE TO THE LIFE INSURANCE POLICY PROVIDED TO CONSULTANT PRIOR TO HIS
RETIREMENT FROM THE COMPANY, WITH A COVERAGE AMOUNT OF UP TO $550,000.
4.
OTHER EMPLOYMENT.
4.1.
OTHER AFFILIATION.
CONSULTANT REPRESENTS THAT HE IS NOT A PARTY
TO ANY EXISTING AGREEMENT THAT WOULD PREVENT HIM FROM ENTERING INTO THIS
AGREEMENT, AND THAT CONSULTANT IS NOT A PARTY TO ANY AGREEMENT WITH THIRD
PARTIES WHICH MAY RESTRICT HIS CONSULTING ACTIVITIES ON BEHALF OF THE COMPANY OR
OBLIGATE CONSULTANT TO ASSIGN INVENTIONS. THE COMPANY UNDERSTANDS AND AGREES
THAT DURING THE CONSULTING PERIOD CONSULTANT MAY BE RETAINED BY OTHER COMPANIES,
CORPORATIONS, AND/OR COMMERCIAL ENTERPRISES WHICH ARE NOT ENGAGED IN THE DESIGN,
DEVELOPMENT, MANUFACTURE, OR MARKETING OF PRODUCTS IN THE AREA OF THE COMPANY'S
BUSINESS OR FIELD OF INTEREST.
CONSULTANT AGREES TO INFORM THE COMPANY OF ANY
SUCH AGREEMENT IMMEDIATELY.
CONSULTANT AGREES TO USE HIS BEST EFFORTS TO
SEGREGATE WORK DONE UNDER THIS AGREEMENT FROM ALL WORK DONE AT, OR FOR, ANY SUCH
COMPANY, CORPORATION, AND/OR OTHER COMMERCIAL ENTERPRISE.
IN ANY DEALINGS WITH
ANY SUCH COMPANY, CORPORATION, AND/OR OTHER COMMERCIAL ENTERPRISE, CONSULTANT
SHALL PROTECT AND GUARD THE COMPANY CONFIDENTIAL INFORMATION IN ACCORDANCE WITH
THE TERMS OF THIS AGREEMENT.
4.2.
CONFLICT OF INTEREST.
CONSULTANT WARRANTS THAT HE IS NOT
OBLIGATED UNDER ANY OTHER CONSULTING, EMPLOYMENT, OR OTHER AGREEMENT WHICH WOULD
AFFECT THE COMPANY'S RIGHTS OR CONSULTANT'S DUTIES UNDER THIS AGREEMENT OTHER
THAN THOSE REFERRED TO IN SECTION 4.1.
5.
CONFIDENTIALITY.
5.1.
PROTECTION OF INFORMATION AND SCIENTIFIC PUBLICATIONS.
CONSULTANT
SHALL HOLD ALL THE COMPANY CONFIDENTIAL INFORMATION (AS DEFINED BELOW) IN
CONFIDENCE AND SHALL NOT DISCLOSE CONFIDENTIAL INFORMATION TO ANY UNAUTHORIZED
PERSON.
EXCEPT AS REQUIRED IN HIS DUTIES FOR THE COMPANY, CONSULTANT WILL NEVER
DIRECTLY OR INDIRECTLY USE, DISSEMINATE, DISCLOSE, LECTURE UPON, OR PUBLISH
ARTICLES CONCERNING, CONFIDENTIAL INFORMATION OR REMOVE CONFIDENTIAL INFORMATION
FROM THE COMPANY'S PREMISES.
2
5.2.
RECORDS.
CONSULTANT AGREES TO KEEP SEPARATE AND SEGREGATED FROM
OTHER WORK ALL DOCUMENTS, RECORDS, NOTEBOOKS AND CORRESPONDENCE WHICH DIRECTLY
RELATE TO HIS WORK UNDER THIS AGREEMENT.
5.3.
COMPANY PROPERTY.
ALL NOTES, MEMORANDA, REPORTS, DRAWINGS,
MANUALS, MATERIALS, FILES, SAMPLES, PRODUCTS, DATA, AND ANY PAPERS OR RECORDS OF
EVERY KIND WHICH ARE OR SHALL COME INTO CONSULTANT'S POSSESSION AT ANY TIME
DURING THE CONSULTING PERIOD RELATED TO THE BUSINESS OF THE COMPANY SHALL BE THE
SOLE AND EXCLUSIVE PROPERTY OF THE COMPANY, WHETHER OR NOT SUCH ITEMS ARE
CONFIDENTIAL INFORMATION.
THIS PROPERTY SHALL BE SURRENDERED TO THE COMPANY
UPON TERMINATION OF THE CONSULTING PERIOD OR UPON REQUEST OF THE COMPANY AT ANY
TIME EITHER DURING OR AFTER THE TERMINATION OF THE CONSULTING PERIOD, AND NO
COPIES, NOTES, OR EXCERPTS THEREOF SHALL BE RETAINED.
5.4.
INFORMATION OF OTHERS.
CONSULTANT WILL SAFEGUARD AND KEEP
CONFIDENTIAL THE PROPRIETARY INFORMATION OF CUSTOMERS, VENDORS, CONSULTANTS, AND
OTHER PARTIES WITH