PERFORMANCE OF THIS AGREEMENT HAVE
BEEN DULY AUTHORIZED BY ALL NECESSARY COMPANY ACTION ON THE PART OF THE COMPANY,
AND (II) UPON THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE PARTIES
HERETO, THIS AGREEMENT WILL CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATIONS
OF THE COMPANY, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
5.
CONFIDENTIAL INFORMATION.
ADVISOR
ACKNOWLEDGES THAT THE INFORMATION, OBSERVATIONS AND DATA (INCLUDING TRADE
SECRETS) OBTAINED BY IT WHILE PERFORMING THE ADVISORY SERVICES HEREUNDER
CONCERNING THE BUSINESS OR AFFAIRS OF THE COMPANY AND/OR ITS SUBSIDIARIES
("CONFIDENTIAL INFORMATION") ARE THE PROPERTY OF THE COMPANY AND ITS
SUBSIDIARIES.
THEREFORE, ADVISOR AGREES THAT IT SHALL NOT DISCLOSE TO ANY
PERSON, OTHER THAN IN THE COURSE OF THE PERFORMANCE OF THE ADVISORY SERVICES, OR
USE FOR ITS OWN PURPOSES, ANY CONFIDENTIAL INFORMATION, UNLESS AND TO THE EXTENT
THAT (I) THE CONFIDENTIAL INFORMATION BECOMES GENERALLY KNOWN TO AND AVAILABLE
FOR USE BY THE PUBLIC OTHER THAN AS A RESULT OF ADVISOR'S ACTS OR OMISSIONS OR
(II) SUCH DISCLOSURE OR USE IS AUTHORIZED BY THE COMPANY'S BOARD OF DIRECTORS.
ADVISOR SHALL DELIVER TO THE COMPANY AT THE TERMINATION OF THE ADVISORY PERIOD,
OR AT ANY OTHER TIME THE COMPANY MAY REQUEST, ALL MEMORANDA, NOTES, PLANS,
RECORDS, REPORTS, COMPUTER TAPES, PRINTOUTS AND SOFTWARE AND OTHER DOCUMENTS AND
DATA (AND COPIES THEREOF) EMBODYING OR RELATING TO THE CONFIDENTIAL INFORMATION,
WORK PRODUCT (AS DEFINED BELOW) OR THE BUSINESS OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES WHICH ADVISOR MAY THEN POSSESS OR HAVE UNDER ITS CONTROL.
6.
INVENTIONS, PATENTS AND OTHER
INTELLECTUAL PROPERTY.
ADVISOR ACKNOWLEDGES THAT ALL DISCOVERIES, CONCEPTS,
IDEAS, INVENTIONS, INNOVATIONS, IMPROVEMENTS, DEVELOPMENTS, METHODS, DESIGNS,
ANALYSES, DRAWINGS, REPORTS, PATENT APPLICATIONS, COPYRIGHTABLE WORK AND MASK
WORK (WHETHER OR NOT INCLUDING ANY CONFIDENTIAL INFORMATION) AND ALL
REGISTRATIONS OR APPLICATIONS RELATED THERETO, AND ALL OTHER PROPRIETARY
INFORMATION AND ALL SIMILAR OR RELATED INFORMATION (WHETHER OR NOT PATENTABLE)
WHICH RELATE TO THE COMPANY'S OR ANY OF ITS SUBSIDIARIES' ACTUAL OR ANTICIPATED
BUSINESS, RESEARCH AND DEVELOPMENT OR EXISTING OR FUTURE PRODUCTS OR SERVICES
AND WHICH ARE CONCEIVED, DEVELOPED OR MADE BY ADVISOR (WHETHER ALONE OR JOINTLY
WITH OTHERS) WHILE PERFORMING THE ADVISORY SERVICES ("WORK PRODUCT"), BELONG TO
THE COMPANY OR SUCH SUBSIDIARY.
ADVISOR SHALL PROMPTLY DISCLOSE SUCH WORK
PRODUCT TO THE BOARD OF DIRECTORS OF THE COMPANY AND, AT THE COMPANY'S EXPENSE,
PERFORM ALL ACTIONS REASONABLY REQUESTED BY THE COMPANY'S BOARD OF DIRECTORS
(WHETHER DURING OR AFTER THE ADVISORY PERIOD) TO ESTABLISH AND CONFIRM SUCH
OWNERSHIP (INCLUDING, WITHOUT LIMITATION, ASSIGNMENTS, CONSENTS, POWERS OF
ATTORNEY AND OTHER INSTRUMENTS).
7.
LIABILITY.
NEITHER ADVISOR NOR ANY OF
ITS EMPLOYEES, OFFICERS, MANAGERS, MEMBERS, AFFILIATES, AGENTS OR
REPRESENTATIVES (INCLUDING EDWARDS) SHALL BE LIABLE TO THE COMPANY OR ITS
SUBSIDIARIES OR AFFILIATES FOR ANY LOSS, LIABILITY, DAMAGE OR EXPENSE ARISING
OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF SERVICES CONTEMPLATED BY THIS
AGREEMENT, UNLESS SUCH LOSS, LIABILITY, DAMAGE OR EXPENSE SHALL BE PROVEN TO
RESULT DIRECTLY FROM THE GROSS NEGLIGENCE OR INTENTIONAL WRONGDOING OF ADVISOR
OR ANY OF ITS EMPLOYEES, OFFICERS, MANAGERS, MEMBERS, AFFILIATES, AGENTS OR
REPRESENTATIVES