(7) ANY MATERIAL BREACH BY
THE CONSULTANT OF THIS AGREEMENT.
THE COMPANY MAY TERMINATE THE CONSULTING TERM
FOR CAUSE AT ANY TIME WITHOUT NOTICE.
IN THE EVENT OF A TERMINATION FOR CAUSE,
THE COMPANY SHALL BE RELIEVED OF ALL ITS OBLIGATIONS TO THE CONSULTANT PROVIDED
FOR BY THIS AGREEMENT AS OF THE EFFECTIVE DATE OF TERMINATION, AND ALL PAYMENTS
TO THE CONSULTANT HEREUNDER SHALL IMMEDIATELY CEASE AND TERMINATE AS OF SUCH
DATE, EXCEPT THAT CONSULTANT SHALL BE ENTITLED TO THE CONSULTING FEE HEREUNDER
UP TO AND INCLUDING THE EFFECTIVE DATE OF TERMINATION.
(D)
TERMINATION WITHOUT CAUSE.
THE COMPANY
SHALL HAVE THE RIGHT TO TERMINATE CONSULTANT'S ENGAGEMENT PURSUANT TO THIS
AGREEMENT AT ANY TIME WITHOUT CAUSE.
IN THE EVENT OF A TERMINATION OF THE
CONSULTANT'S ENGAGEMENT BY THE COMPANY PURSUANT TO THIS PARAGRAPH (D), THE
CONSULTANT SHALL CONTINUE TO BE ENTITLED TO THE CONSULTING FEES TO WHICH
CONSULTANT WOULD HAVE OTHERWISE BEEN ENTITLED HEREUNDER DURING THE CONSULTING
TERM IN THE ABSENCE OF SUCH TERMINATION.
(E)
SURVIVAL OF CERTAIN PROVISIONS.
THE
PROVISIONS SET FORTH IN SECTIONS 6 THROUGH 13 OF THIS AGREEMENT SHALL SURVIVE
THE EXPIRATION OR TERMINATION OF THE CONSULTING TERM, REGARDLESS OF THE REASON
FOR TERMINATION AND REGARDLESS OF WHICH PARTY CAUSES THE TERMINATION.
6.
NONSOLICITATION AND NONDISCLOSURE
COVENANTS.
(A)
RATIONALE FOR RESTRICTIONS.
CONSULTANT
ACKNOWLEDGES THAT THE CONSULTING SERVICES TO BE PROVIDED HEREUNDER ARE OF A
SPECIAL, UNIQUE, AND EXTRAORDINARY CHARACTER, AND CONSULTANT'S ENGAGEMENT BY THE
COMPANY PLACES CONSULTANT IN A POSITION OF CONFIDENCE AND TRUST WITH CUSTOMERS,
SUPPLIERS, AND OTHER PERSONS AND ENTITIES WITH WHOM THE COMPANY AND ITS RELATED
ENTITIES HAVE A BUSINESS RELATIONSHIP.
THE CONSULTANT FURTHER ACKNOWLEDGES
THAT THE RENDERING OF SERVICES UNDER THIS AGREEMENT WILL LIKELY REQUIRE THE
DISCLOSURE TO CONSULTANT OF CONFIDENTIAL INFORMATION (AS DEFINED BELOW) RELATING
TO THE COMPANY AND/OR RELATED ENTITIES.
AS A CONSEQUENCE, THE CONSULTANT AGREES
THAT IT IS REASONABLE AND NECESSARY FOR THE PROTECTION OF THE GOODWILL AND
LEGITIMATE BUSINESS INTERESTS OF THE COMPANY AND RELATED ENTITIES THAT THE
CONSULTANT MAKE THE COVENANTS CONTAINED IN THIS SECTION 6, THAT SUCH COVENANTS
ARE A MATERIAL INDUCEMENT FOR THE COMPANY TO ENGAGE THE CONSULTANT AND TO ENTER
INTO THIS AGREEMENT, AND THAT THE COVENANTS ARE GIVEN AS AN INTEGRAL PART OF AND
INCIDENT TO THIS AGREEMENT.
(B)
NONSOLICITATION COVENANTS.
AS USED HEREIN,
THE TERM "RESTRICTIVE PERIOD" MEANS THE TIME PERIOD COMMENCING ON THE EFFECTIVE
DATE OF THIS AGREEMENT AND ENDING ON THE SECOND (2ND) ANNIVERSARY OF THE DATE ON
WHICH THE CONSULTING TERM EXPIRES OR IS TERMINATED.
IN ADDITION, THE TERM
"COVERED BUSINESS" MEANS ANY BUSINESS WHICH IS THE SAME AS, OR SIMILAR TO, ANY
BUSINESS CONDUCTED BY THE COMPANY OR ANY OF THE RELATED ENTITIES AT ANY TIME
DURING THE RESTRICTIVE PERIOD.
THE CONSULTANT AGREES THAT THE CONSULTANT WILL
NOT ENGAGE IN ANY OF THE FOLLOWING ACTS ANYWHERE IN THE WORLD DURING THE
RESTRICTIVE PERIOD:
3
(I)
DIRECTLY OR INDIRECTLY ASSIST, PROMOTE
OR ENCOURAGE ANY EXISTING OR POTENTIAL EMPLOYEES, CUSTOMERS, CLIENTS, OR VENDORS
OF THE COMPANY OR ANY RELATED ENTITY, AS