3.
RELATIONSHIP OF THE PARTIES;
INDEPENDENT CONTRACTORS; NO EMPLOYEE BENEFITS.
NOTWITHSTANDING ANY PROVISION
HEREOF, CONSULTANT IS AN INDEPENDENT CONTRACTOR AND NOT
AN EMPLOYEE, AGENT,
PARTNER OR JOINT VENTURER OF THE COMPANY AND SHALL NEITHER BIND NOR ATTEMPT TO
BIND THE COMPANY TO ANY CONTRACT.
CONSULTANT SHALL ACCEPT ANY DIRECTIONS ISSUED
BY THE COMPANY PERTAINING TO THE GOALS TO BE ATTAINED AND THE RESULTS TO BE
ACHIEVED BUT SHALL BE SOLELY RESPONSIBLE FOR THE MANNER AND HOURS IN WHICH
SERVICES ARE PERFORMED UNDER THIS AGREEMENT.
CONSULTANT SHALL NOT BE ELIGIBLE
TO PARTICIPATE IN ANY OF THE COMPANY'S EMPLOYEE BENEFIT PLANS, FRINGE BENEFIT
PROGRAMS, GROUP INSURANCE ARRANGEMENTS OR SIMILAR PROGRAMS.
THE COMPANY SHALL
NOT PROVIDE WORKERS' COMPENSATION, DISABILITY INSURANCE, SOCIAL SECURITY OR
UNEMPLOYMENT COMPENSATION COVERAGE OR ANY OTHER STATUTORY BENEFIT TO
CONSULTANT.
CONSULTANT SHALL COMPLY AT CONSULTANT'S EXPENSE WITH ALL APPLICABLE
PROVISIONS OF WORKERS' COMPENSATION LAWS, UNEMPLOYMENT COMPENSATION LAWS,
FEDERAL SOCIAL SECURITY LAW, THE FAIR LABOR STANDARDS ACT, FEDERAL, STATE AND
LOCAL INCOME TAX LAWS, AND ALL OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS,
REGULATIONS AND CODES RELATING TO TERMS AND CONDITIONS OF EMPLOYMENT REQUIRED TO
BE FULFILLED BY EMPLOYERS OR INDEPENDENT CONTRACTORS.
4.
NONDISCLOSURE AGREEMENT.
CONSULTANT
ACKNOWLEDGES THAT THE INFORMATION, OBSERVATIONS AND DATA OBTAINED BY HIM WHILE
ENGAGED AS CONSULTANT BY THE COMPANY ARE THE PROPERTY OF THE COMPANY AND THAT
DURING THE TERM, CONSULTANT WILL HAVE ACCESS TO AND BECOME FAMILIAR WITH VARIOUS
TRADE SECRETS, CONSISTING OF INFORMATION, RECORDS, SPECIFICATIONS, SALES
PROCEDURES, CUSTOMER REQUIREMENTS, CUSTOMER, DEALER AND SUPPLIER LISTS, METHODS
OF DOING BUSINESS, AND OTHER CONFIDENTIAL INFORMATION (ALL OF WHICH ARE
HEREINAFTER REFERRED TO AS "TRADE SECRETS"), WHICH ARE OWNED BY THE COMPANY AND
ITS AFFILIATES AND WHICH ARE REGULARLY USED IN THE OPERATION OF THE BUSINESS OF
THE COMPANY AND ITS AFFILIATES.
"AFFILIATES" SHALL MEAN ENTITIES AND NATURAL
PERSONS CONTROLLING, CONTROLLED BY, OR UNDER COMMON CONTROL WITH THE COMPANY.
CONSULTANT SHALL NOT DISCLOSE ANY OF THE TRADE SECRETS, DIRECTLY OR INDIRECTLY,
OR USE THEM IN ANY WAY, EITHER DURING THE TERM OR AT ANY TIME THEREAFTER, EXCEPT
AS REQUIRED IN THE COURSE OF SERVICES UNDER THIS AGREEMENT.
ALL FILES, RECORDS,
DOCUMENTS, DRAWINGS, SPECIFICATIONS, INFORMATION, DATA, CUSTOMER LISTS, CUSTOMER
INFORMATION, DEALER AND SUPPLIER LISTS, DEALER AND SUPPLIER INFORMATION,
COMPILATIONS OF INFORMATION, AND SIMILAR ITEMS RELATING TO THE BUSINESS OF THE
COMPANY AND ITS AFFILIATES, WHETHER PREPARED BY CONSULTANT OR OTHERWISE COMING
INTO HIS POSSESSION, SHALL REMAIN THE EXCLUSIVE PROPERTY OF THE COMPANY AND
SHALL NOT BE DISSEMINATED, COMMUNICATED OR OTHERWISE REMOVED FROM THE PREMISES
OF THE COMPANY UNDER ANY CIRCUMSTANCES, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY, AND IN ANY EVENT SHALL BE PROMPTLY DELIVERED TO THE COMPANY UPON
TERMINATION OF THE TERM OR AT ANY TIME THE COMPANY MAY REQUEST.
IT IS
UNDERSTOOD AND AGREED TO BY THE PARTIES THAT ALL CUSTOMER, DEALER AND SUPPLIER
LISTS (AMONG OTHER ITEMS) ARE DEEMED TO BE TRADE SECRETS AND SHALL REMAIN THE
EXCLUSIVE PROPERTY OF THE COMPANY AND ITS AFFILIATES.
CONSULTANT AGREES THAT
EACH OF THE NONDISCLOSURE AGREEMENTS SET FORTH HEREIN