THEIR
CONFIDENTIAL OR PROPRIETARY INFORMATION SUBJECT TO A DUTY ON THE COMPANY'S
PART TO MAINTAIN THE CONFIDENTIALITY OF SUCH INFORMATION AND TO USE IT ONLY FOR
CERTAIN LIMITED PURPOSES. CONSULTANT AGREES THAT, DURING THE TERM OF THIS
AGREEMENT AND THEREAFTER, CONSULTANT OWES THE COMPANY AND SUCH THIRD PARTIES A
DUTY TO HOLD ALL SUCH CONFIDENTIAL OR PROPRIETARY INFORMATION IN THE STRICTEST
CONFIDENCE AND NOT TO DISCLOSE IT TO ANY PERSON, FIRM OR CORPORATION OR TO USE
IT EXCEPT AS NECESSARY IN CARRYING OUT THE SERVICES FOR THE COMPANY CONSISTENT
WITH THE COMPANY'S AGREEMENT WITH SUCH THIRD PARTY.
E.
RETURN OF MATERIALS. UPON THE TERMINATION OF THIS AGREEMENT, OR
UPON COMPANY'S EARLIER REQUEST, CONSULTANT WILL DELIVER TO THE COMPANY ALL OF
THE COMPANY'S PROPERTY, INCLUDING BUT NOT LIMITED TO ALL ELECTRONICALLY STORED
INFORMATION AND PASSWORDS TO ACCESS SUCH PROPERTY, OR CONFIDENTIAL INFORMATION
THAT CONSULTANT MAY HAVE IN CONSULTANT'S POSSESSION OR CONTROL.
3.
CONFLICTING OBLIGATIONS.
A.
CONFLICTS. CONSULTANT CERTIFIES THAT CONSULTANT HAS NO OUTSTANDING
AGREEMENT OR OBLIGATION THAT IS IN CONFLICT WITH ANY OF THE PROVISIONS OF THIS
AGREEMENT OR THAT WOULD PRECLUDE CONSULTANT FROM COMPLYING WITH THE PROVISIONS
OF THIS AGREEMENT. CONSULTANT WILL NOT ENTER INTO ANY SUCH CONFLICTING AGREEMENT
DURING THE TERM OF THIS AGREEMENT.
4.
REPORTS. CONSULTANT ALSO AGREES THAT
CONSULTANT WILL, FROM TIME TO TIME DURING THE TERM OF THIS AGREEMENT OR ANY
EXTENSION THEREOF, KEEP THE COMPANY ADVISED AS TO CONSULTANT'S PROGRESS IN
PERFORMING THE SERVICES UNDER THIS AGREEMENT. CONSULTANT FURTHER AGREES THAT
CONSULTANT WILL, AS REQUESTED BY THE COMPANY, PREPARE WRITTEN REPORTS WITH
RESPECT TO SUCH PROGRESS. THE COMPANY AND CONSULTANT AGREE THAT THE TIME
REQUIRED TO PREPARE SUCH WRITTEN REPORTS WILL BE CONSIDERED TIME DEVOTED TO THE
PERFORMANCE OF THE SERVICES.
5.
TERM AND TERMINATION.
A.
TERM. THE TERM OF THIS AGREEMENT SHALL HAVE BEEN DEEMED TO COMMENCE
JANUARY 1, 2006 UPON BOARD APPROVAL OF THIS AGREEMENT AND WILL CONTINUE UNTIL
DECEMBER 31, 2006. THIS AGREEMENT MAY NOT BE RENEWED WITHOUT PRIOR BOARD
APPROVAL.
B.
TERMINATION. EITHER PARTY MAY TERMINATE THIS AGREEMENT UPON
GIVING THE OTHER PARTY FOURTEEN (14) DAYS' PRIOR WRITTEN NOTICE OF SUCH
TERMINATION PURSUANT TO SECTION 9.E OF THIS AGREEMENT. THE COMPANY MAY TERMINATE
THIS AGREEMENT IMMEDIATELY AND WITHOUT PRIOR NOTICE IF CONSULTANT REFUSES TO OR
IS UNABLE TO PERFORM THE SERVICES OR IS IN BREACH OF ANY MATERIAL PROVISION OF
THIS AGREEMENT.
C.
SURVIVAL. UPON SUCH TERMINATION, ALL RIGHTS AND DUTIES OF THE
COMPANY AND CONSULTANT TOWARD EACH OTHER SHALL CEASE EXCEPT:
(1)
THE COMPANY WILL PAY, WITHIN THIRTY (30)
DAYS AFTER THE EFFECTIVE DATE OF TERMINATION, ALL AMOUNTS OWING TO CONSULTANT
FOR SERVICES COMPLETED AND ACCEPTED BY THE COMPANY PRIOR TO THE TERMINATION DATE
AND RELATED EXPENSES, IF ANY, SUBMITTED IN ACCORDANCE WITH THE COMPANY'S
POLICIES AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 1 OF THIS AGREEMENT;
AND
(2)
Section 2 (Confidentiality), Section 3
(Conflicting Obligations), Section 6 (Independent Contractor; Benefits),
Section 7 (Nonsolicitation) and Section 8 (Arbitration and Equitable Relief)
will survive termination of this Agreement.
6.