RELATIONSHIP IS RE-CHARACTERIZED BY A COURT OR TAXING AUTHORITY AS AN
EMPLOYMENT RELATIONSHIP.
CONSULTANT WILL TIMELY DEPOSIT ALL TAXES REQUIRED TO
BE PAID WITH RESPECT TO COMPENSATION EARNED BY HIM FOR THE PERFORMANCE OF
SERVICES FOR THE COMPANY OR ITS AFFILIATES, AND WILL INDEMNIFY THE COMPANY AND
ITS AFFILIATES (INCLUDING, FOR THIS PURPOSE, THE OFFICERS AND DIRECTORS OF THE
COMPANY AND ITS
SUBSIDIARIES) FROM ALL CLAIMS, INTEREST OR PENALTIES RELATING TO ANY ALLEGED
FAILURE TO WITHHOLD AND/OR REMIT SUCH TAXES ON HIS BEHALF.
5.
OFFICE SPACE, EQUIPMENT AND EXPENSES.
WHILE PERFORMING SERVICES
AT A COMPANY FACILITY, APPROPRIATE OFFICE SPACE, OFFICE EQUIPMENT AND
SECRETARIAL SUPPORT WILL BE PROVIDED TO CONSULTANT BY THE COMPANY.
THE COMPANY
WILL ALSO REIMBURSE CONSULTANT FOR REASONABLE BUSINESS TRAVEL AND BUSINESS
ENTERTAINMENT EXPENSES INCURRED DIRECTLY IN CONNECTION WITH HIS PERFORMANCE OF
SERVICES FOR THE COMPANY, UPON SUBMISSION OF PROPER RECEIPTS.
EXCEPT AS
OTHERWISE DESCRIBED ABOVE, CONSULTANT WILL BE RESPONSIBLE FOR HIS OWN BUSINESS
EXPENSES.
6.
TERMINATION OF ENGAGEMENT.
IF CONSULTANT'S ENGAGEMENT WITH THE
COMPANY CEASES FOR ANY REASON, THE COMPANY'S OBLIGATION TO CONSULTANT WILL BE
LIMITED SOLELY TO THE PAYMENT OF ANY AMOUNTS THAT HAVE BEEN BECOME PAYABLE UNDER
SECTION 3 THROUGH THE DATE OF SUCH CESSATION, BUT WHICH THEN REMAIN UNPAID.
ALL
COMPENSATION WILL CEASE AT THE TIME OF SUCH CESSATION AND CONSULTANT AGREES THE
COMPANY WILL HAVE NO FURTHER LIABILITY OR OBLIGATION BY REASON OF HIS SERVICE
HEREUNDER OR THE CESSATION OF THAT SERVICE.
7.
PROPRIETARY MATTER.
EXCEPT AS PERMITTED OR DIRECTED BY THE
COMPANY, CONSULTANT WILL NOT DURING HIS ENGAGEMENT BY THE COMPANY OR AT ANY TIME
THEREAFTER DIVULGE, FURNISH, DISCLOSE OR MAKE ACCESSIBLE (OTHER THAN IN THE
ORDINARY COURSE OF THE BUSINESS OF THE COMPANY) TO ANYONE FOR USE IN ANY WAY ANY
CONFIDENTIAL, SECRET, OR PROPRIETARY KNOWLEDGE OR INFORMATION OF THE COMPANY
("PROPRIETARY MATTER") WHICH CONSULTANT HAS ACQUIRED OR BECOME ACQUAINTED WITH
OR WILL ACQUIRE OR BECOME ACQUAINTED WITH, WHETHER DEVELOPED BY HIMSELF OR BY
OTHERS, INCLUDING, BUT NOT LIMITED TO, ANY TRADE SECRETS, CONFIDENTIAL OR SECRET
DESIGNS, PROCESSES, FORMULAE, SOFTWARE OR COMPUTER PROGRAMS, PLANS, DEVICES OR
MATERIAL (WHETHER OR NOT PATENTED OR PATENTABLE, COPYRIGHTED OR COPYRIGHTABLE)
DIRECTLY OR INDIRECTLY USEFUL IN ANY ASPECT OF THE BUSINESS OF THE COMPANY, ANY
CONFIDENTIAL CUSTOMER, DISTRIBUTOR OR SUPPLIER LISTS OF THE COMPANY, ANY
CONFIDENTIAL OR SECRET DEVELOPMENT OR RESEARCH WORK OF THE COMPANY, OR ANY OTHER
CONFIDENTIAL, SECRET OR NON-PUBLIC ASPECTS OF THE BUSINESS OF THE COMPANY.
CONSULTANT ACKNOWLEDGES THAT THE PROPRIETARY MATTER CONSTITUTES A UNIQUE AND
VALUABLE ASSET OF THE COMPANY ACQUIRED AT GREAT TIME AND EXPENSE BY THE COMPANY,
AND THAT ANY DISCLOSURE OR OTHER USE OF THE PROPRIETARY MATTER OTHER THAN FOR
THE SOLE BENEFIT OF THE COMPANY WOULD BE WRONGFUL AND WOULD CAUSE IRREPARABLE
HARM TO THE COMPANY.
BOTH DURING AND AFTER HIS ENGAGEMENT BY THE COMPANY,
CONSULTANT WILL REFRAIN FROM ANY ACTS OR OMISSIONS THAT WOULD REDUCE THE VALUE
OF PROPRIETARY MATTER TO THE COMPANY.
THE FOREGOING OBLIGATIONS OF
CONFIDENTIALITY, HOWEVER, WILL NOT APPLY TO ANY KNOWLEDGE OR