EITHER ARTY IS BANKRUPT OR
INSOLVENT; (II) THE FILING BY EITHER PARTY OF A PETITION IN VOLUNTARY
BANKRUPTCY, THE MAKING OF AN ASSIGNMENT FOR THE BENEFIT OF ITS CREDITORS, OR THE
ENTERING INTO OF A COMPOSITION WITH ITS CREDITORS; OR (III) ANY FORMAL ACTION OF
THE COMPANY'S BOARD OF DIRECTORS TO TERMINATE COMPANY'S EXISTENCE OR OTHERWISE
TO WIND UP COMPANY'S AFFAIRS; OR (IV) THE CONSULTANT'S DEATH.
(D)
TERMINATION AT END OF CONSULTING PERIOD. IF THE CONSULTING PERIOD
IS NOT TERMINATED SOONER IN ACCORDANCE WITH SECTIONS 4(A)-(C) ABOVE, THIS
AGREEMENT SHALL TERMINATE AUTOMATICALLY AT THE END OF THE CONSULTING PERIOD
SPECIFIED IN SECTION 1(A) ABOVE.
5.
TERMINATION OBLIGATIONS.
(A)
PAYMENT OF CONSULTING FEE. SUBJECT TO SECTION 4(A) HEREOF, UPON
THE TERMINATION OR EXPIRATION OF THIS AGREEMENT, THE COMPANY SHALL PAY
CONSULTANT ANY CONSULTING FEES THAT ARE DUE AND PAYABLE THROUGH THE DATE OF
TERMINATION. THEREAFTER, THE COMPANY'S OBLIGATIONS HEREUNDER SHALL CEASE. THE
COMPANY SHALL HAVE NO OBLIGATION TO PAY ANY COMPENSATION TO CONSULTANT FOLLOWING
THE TERMINATION OF THIS AGREEMENT, EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION
5(A).
(B)
RETURN OF COMPANY PROPERTY. CONSULTANT HEREBY ACKNOWLEDGES AND
AGREES THAT ALL PROPERTY, INCLUDING, WITHOUT LIMITATION, ALL BOOKS, MANUALS,
RECORDS, REPORTS, NOTES, CONTRACTS, LISTS, BLUEPRINTS, AND OTHER DOCUMENTS, OR
MATERIALS, OR COPIES THEREOF, PROPRIETARY INFORMATION (AS DEFINED BELOW), AND
EQUIPMENT FURNISHED TO OR PREPARED BY CONSULTANT IN THE COURSE OF OR INCIDENT TO
HIS RENDERING OF SERVICES TO THE COMPANY, INCLUDING, WITHOUT LIMITATION, RECORDS
AND ANY OTHER MATERIALS PERTAINING TO INVENTION IDEAS (AS DEFINED BELOW), BELONG
TO THE COMPANY AND SHALL BE PROMPTLY RETURNED TO THE COMPANY UPON TERMINATION OF
THE CONSULTING PERIOD. FOLLOWING TERMINATION, CONSULTANT WILL NOT RETAIN ANY
WRITTEN OR OTHER TANGIBLE MATERIAL CONTAINING ANY PROPRIETARY INFORMATION.
6.
PROPRIETARY INFORMATION.
(A)
DEFINED. "PROPRIETARY INFORMATION" IS ALL INFORMATION AND ANY IDEA
IN WHATEVER FORM, TANGIBLE OR INTANGIBLE, PERTAINING IN ANY MANNER TO THE
BUSINESS OF THE COMPANY OR ANY AFFILIATED COMPANY (WHICH IS DEFINED TO MEAN ANY
PERSON OR ENTITY THAT DIRECTLY OR INDIRECTLY CONTROLS, IS CONTROLLED BY, OR IS
UNDER COMMON CONTROL WITH THE COMPANY), OR TO ITS CLIENTS, CONSULTANTS, OR
BUSINESS ASSOCIATES TO THE EXTENT THAT SUCH INFORMATION OR IDEA IS DISCLOSED TO
THE CONSULTANT (OR CONSULTANT OTHERWISE BECOMES AWARE OF SUCH INFORMATION OR
IDEA) IN THE COURSE OF (OR AS A RESULT OF) PERFORMING HIS DUTIES UNDER THIS
AGREEMENT, UNLESS: (I) THE INFORMATION IS OR BECOMES PUBLICLY KNOWN THROUGH
LAWFUL MEANS; (II) THE INFORMATION WAS RIGHTFULLY IN CONSULTANT'S POSSESSION OR
PART OF HIS GENERAL KNOWLEDGE PRIOR TO THE CONSULTING PERIOD; OR (III) THE
INFORMATION IS DISCLOSED TO CONSULTANT WITHOUT CONFIDENTIAL OR PROPRIETARY
RESTRICTIONS BY A THIRD PARTY WHO RIGHTFULLY POSSESSES THE INFORMATION (WITHOUT
CONFIDENTIAL OR PROPRIETARY RESTRICTION FOR THE BENEFIT OF THE COMPANY) AND DID
NOT LEARN OF IT, DIRECTLY OR INDIRECTLY, FROM THE COMPANY. THIS DEFINITION
INCLUDES INFORMATION OR IDEAS IN ANY FORM, TANGIBLE OR INTANGIBLE, INCLUDING
WITHOUT LIMITATION, ALL DOCUMENTS, BOOKS, PAPERS, DRAWINGS, MODELS, SKETCHES,
AND OTHER DATA OF ANY KIND AND DESCRIPTION, INCLUDING ELECTRONIC DATA RECORDED
OR