FROM THE PARTY NOT IN BREACH.
IN ADDITION TO THESE
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RIGHTS OF TERMINATION, EACH PARTY WILL HAVE THE RIGHT, IN THE EVENT OF AN
UNCURED BREACH BY THE OTHER PARTY, TO AVAIL ITSELF OF ALL REMEDIES OR CAUSES OF
ACTION, IN LAW OR EQUITY, FOR DAMAGES AS A RESULT OF SUCH BREACH. A MATERIAL
PROVISION OF THIS CONSULTING AGREEMENT SHALL INCLUDE BUT IS NOT LIMITED TO
SECTION 2.2 (NON-USE AND NON-DISCLOSURE), SECTION 4.1 OF THIS CONSULTING
AGREEMENT (CONFLICTING OBLIGATIONS), AND SECTION 6.9 (CONFIDENTIALITY OF
CONSULTING AGREEMENT).
COMPANY MAY TERMINATE THIS CONSULTING AGREEMENT WITHOUT
CAUSE AT ANY TIME, PROVIDED THAT UPON SUCH TERMINATION ALL PAYMENTS OWING TO
CONSULTANT FOR THE REMAINDER OF THE TERM SHALL BE PAID MONTHLY TO CONSULTANT
THROUGH THE END OF THE TERM (12 MONTHS).
SURVIVAL.
UPON SUCH TERMINATION ALL RIGHTS AND DUTIES OF THE PARTIES TOWARD
EACH OTHER WILL CEASE EXCEPT:
A.
COMPANY SHALL PAY AMOUNTS IT IS
OTHERWISE OBLIGATED TO PAY, INCLUDING PAYMENTS FOR THE REMAINDER OF THE TERM AS
SPECIFIED ABOVE; AND
B.
SECTIONS 2 (CONFIDENTIALITY), 3
(OWNERSHIP), 4 (CONFLICTING OBLIGATIONS), AND 6 (MISCELLANEOUS) WILL SURVIVE
TERMINATION OF THIS CONSULTING AGREEMENT.
6.
MISCELLANEOUS
SERVICES AND INFORMATION PRIOR TO EFFECTIVE DATE.
ALL SERVICES PERFORMED BY
CONSULTANT AND ALL INFORMATION AND OTHER MATERIALS DISCLOSED BETWEEN THE PARTIES
PRIOR TO THE EFFECTIVE DATE SHALL BE GOVERNED BY THE TERMS OF THIS CONSULTING
AGREEMENT, EXCEPT WHERE THOSE SERVICES ARE COVERED BY A SEPARATE AGREEMENT
BETWEEN CONSULTANT AND COMPANY.
NONASSIGNMENT/BINDING CONSULTING AGREEMENT.
THE PARTIES ACKNOWLEDGE THAT THE
UNIQUE NATURE OF CONSULTANT'S SERVICES IS SUBSTANTIAL CONSIDERATION FOR THE
PARTIES' ENTERING INTO THIS CONSULTING AGREEMENT.
NEITHER THIS CONSULTING
AGREEMENT NOR ANY RIGHTS UNDER THIS CONSULTING AGREEMENT MAY BE ASSIGNED OR
OTHERWISE TRANSFERRED BY CONSULTANT, IN WHOLE OR IN PART, WHETHER VOLUNTARILY OR
BY OPERATION OF LAW, WITHOUT THE PRIOR WRITTEN CONSENT OF COMPANY.
SUBJECT TO
THE FOREGOING, THIS CONSULTING AGREEMENT WILL BE BINDING UPON AND WILL INURE TO
THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
ANY
ASSIGNMENT IN VIOLATION OF THE FOREGOING WILL BE NULL AND VOID.
NON-SOLICITATION.
CONSULTANT AGREES, DURING THE TERM OF THIS CONSULTING
AGREEMENT AND FOR A PERIOD OF TWELVE (12) MONTHS IMMEDIATELY FOLLOWING THE
TERMINATION OF THIS CONSULTING AGREEMENT, NOT TO DIRECTLY OR INDIRECTLY SOLICIT
ANY OF THE COMPANY'S EMPLOYEES TO LEAVE THEIR EMPLOYMENT AT THE COMPANY.
INDEMNITY.
CONSULTANT AGREES TO INDEMNIFY AND HOLD HARMLESS THE COMPANY AND ITS
DIRECTORS, OFFICERS AND EMPLOYEES FROM AND AGAINST ALL TAXES, LOSSES, DAMAGES,
LIABILITIES, COSTS AND EXPENSES, INCLUDING ATTORNEYS' FEES AND OTHER LEGAL
EXPENSES, ARISING DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH (I) ANY
GROSSLY NEGLIGENT, RECKLESS OR INTENTIONALLY WRONGFUL ACT OF CONSULTANT OR
CONSULTANT'S ASSISTANTS, EMPLOYEES OR AGENTS, (II) ANY MATERIAL BREACH BY THE
CONSULTANT OR CONSULTANT'S ASSISTANTS, EMPLOYEES OR AGENTS OF ANY OF THE
COVENANTS CONTAINED IN THIS CONSULTING AGREEMENT, (IV) ANY MATERIAL FAILURE OF
CONSULTANT TO PERFORM THE SERVICES IN ACCORDANCE WITH ALL APPLICABLE LAWS,
RULES AND REGULATIONS, OR (V) ANY MATERIAL VIOLATION OR
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CLAIMED VIOLATION OF A THIRD