PARTY IN
THE TERRITORY OR INVOLVING ANY ISSUES OR EVENTS CONNECTED TO THE TERRITORY.
THE
COMPANY SHALL REIMBURSE THE CONSULTANT FOR ALL REASONABLE OUT-OF-POCKET EXPENSES
INCURRED BY THE CONSULTANT IN RENDERING SUCH ASSISTANCE AND, AFTER THE FIRST
ANNIVERSARY OF THE EFFECTIVE DATE, TO THE EXTENT NOT OTHERWISE PAID UNDER THE
TERMINATION AGREEMENT, FOR ASSISTANCE THAT IS PRE-APPROVED BY COMPANY IN WRITING
A RATE OF €125 PER HOUR FOR EACH HOUR CONSULTANT RENDERS ASSISTANCE.
THE
PROVISIONS OF THIS PARAGRAPH 1(C)(III) SHALL CONTINUE IN EFFECT NOTWITHSTANDING
EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON, AND CONSULTANT
AGREES TO KEEP ALL SUCH INFORMATION REGARDING ANY SUCH LITIGATION OR
ADMINISTRATIVE PROCEEDING AS STRICTLY CONFIDENTIAL.
2.
COMPENSATION.
IN CONSIDERATION OF
CONSULTANT'S CONSULTING SERVICES SET FORTH IN SECTION 1 ABOVE, THE COMPANY SHALL
PAY CONSULTANT ** PER MONTH DURING THE TERM.
PAYMENT SHALL BE MADE ON OR BEFORE
THE LAST DAY OF EACH MONTH.
THE COMPANY SHALL ALSO REIMBURSE CONSULTANT FOR ITS
REASONABLE AND PRE-APPROVED BUSINESS AND TRAVEL EXPENSES DURING THE TERM.
3.
RELATIONSHIP OF THE PARTIES;
INDEPENDENT CONTRACTORS; NO EMPLOYEE BENEFITS.
NOTWITHSTANDING ANY PROVISION
HEREOF, CONSULTANT IS AN INDEPENDENT CONTRACTOR AND NOT
AN EMPLOYEE, AGENT,
PARTNER OR JOINT VENTURER OF THE COMPANY AND SHALL NEITHER BIND NOR ATTEMPT TO
BIND THE COMPANY TO ANY CONTRACT.
CONSULTANT SHALL ACCEPT WITH REASONABLE
NOTICE ANY DIRECTIONS WITHIN REASON, WHICH ARE REASONABLE AND LAWFUL, ISSUED BY
THE COMPANY PERTAINING TO THE GOALS TO BE ATTAINED AND THE RESULTS TO BE
ACHIEVED BUT SHALL BE SOLELY RESPONSIBLE FOR THE MANNER AND HOURS IN WHICH
SERVICES ARE PERFORMED UNDER THIS AGREEMENT.
CONSULTANT SHALL NOT BE ELIGIBLE
TO PARTICIPATE IN ANY OF THE COMPANY'S EMPLOYEE BENEFIT PLANS, FRINGE BENEFIT
PROGRAMS, GROUP INSURANCE ARRANGEMENTS OR SIMILAR PROGRAMS.
THE COMPANY SHALL
NOT PROVIDE WORKERS' COMPENSATION, DISABILITY INSURANCE, SOCIAL SECURITY OR
UNEMPLOYMENT COMPENSATION COVERAGE OR ANY OTHER STATUTORY BENEFIT TO
CONSULTANT.
CONSULTANT SHALL COMPLY AT CONSULTANT'S EXPENSE WITH ALL APPLICABLE
PROVISIONS OF WORKERS' COMPENSATION LAWS, UNEMPLOYMENT COMPENSATION LAWS, SOCIAL
SECURITY, FEDERAL, STATE AND LOCAL INCOME TAX LAWS, AND ALL OTHER APPLICABLE
FEDERAL, STATE AND LOCAL LAWS, REGULATIONS AND CODES RELATING TO TERMS AND
CONDITIONS OF EMPLOYMENT REQUIRED TO BE FULFILLED BY EMPLOYERS OR INDEPENDENT
CONTRACTORS.
4.
NONDISCLOSURE AGREEMENT.
CONSULTANT
ACKNOWLEDGES THAT THE INFORMATION, OBSERVATIONS AND DATA OBTAINED BY IT WHILE
ENGAGED AS CONSULTANT BY THE COMPANY ARE THE PROPERTY OF THE COMPANY AND THAT
DURING THE TERM, CONSULTANT WILL HAVE ACCESS TO AND BECOME FAMILIAR WITH VARIOUS
TRADE SECRETS, CONSISTING OF INFORMATION, RECORDS, SPECIFICATIONS, SALES
PROCEDURES, CUSTOMER REQUIREMENTS, CUSTOMER, DEALER AND SUPPLIER LISTS, METHODS
OF DOING BUSINESS, AND OTHER CONFIDENTIAL INFORMATION (ALL OF WHICH ARE
HEREINAFTER REFERRED TO AS "TRADE SECRETS"), WHICH ARE OWNED BY THE COMPANY AND
ITS AFFILIATES AND WHICH ARE REGULARLY USED IN THE OPERATION OF THE BUSINESS OF
THE COMPANY AND ITS AFFILIATES.
"AFFILIATES" SHALL MEAN ENTITIES AND NATURAL
PERSONS CONTROLLING, CONTROLLED BY, OR UNDER COMMON CONTROL WITH THE COMPANY.
CONSULTANT SHALL NOT DISCLOSE ANY OF THE TRADE SECRETS, DIRECTLY OR INDIRECTLY,
OR USE THEM IN ANY WAY, EITHER DURING