WILL BE SOME MONTHS DURING WHICH TRAUTSCHOLD MAY NOT PERFORM ANY
SERVICES AT ALL, AND, ON THE OTHER HAND, SOME MONTHS IN WHICH HE WILL BE
REQUIRED TO WORK IN EXCESS OF THIRTY TO THIRTY-FIVE HOURS.
THE HOURS DURING
WHICH TRAUTSCHOLD PERFORMS SERVICES HEREUNDER ON ANY GIVEN DAY SHALL BE
DETERMINED BY HIM, ALTHOUGH TRAUTSCHOLD WILL USE REASONABLE EFFORTS TO RESPOND
TIMELY TO AND TO ACCOMMODATE THE REQUESTS OF THE COMPANY'S PRESIDENT FOR HIS
SERVICES.
(E)
AS A CONSULTANT, TRAUTSCHOLD WILL BE AN
INDEPENDENT CONTRACTOR AND WILL NOT BE CONSIDERED AN EMPLOYEE OF THE COMPANY FOR
ANY PURPOSE.
(F)
TRAUTSCHOLD MAY PERFORM SERVICES FOR ANY
OTHER PERSON OR FIRM WITHOUT THE COMPANY'S PRIOR CONSENT PROVIDED THAT IN DOING
SO HE DOES NOT VIOLATE THIS AGREEMENT OR ANY OTHER AGREEMENT WITH THE COMPANY.
IN THIS REGARD, SECTION 10 OF THE SEPARATION AGREEMENT AND RELEASE OF CLAIMS
BETWEEN TRAUTSCHOLD AND THE COMPANY REQUIRES THE COMPANY'S PRIOR WRITTEN CONSENT
TO CERTAIN CONTACTS BY TRAUTSCHOLD.
2.
PROTECTION OF CONFIDENTIAL INFORMATION.
(A)
AS USED IN THIS PARAGRAPH 2 THE TERM
"CONFIDENTIAL INFORMATION" MEANS ATTORNEY CLIENT OR OTHER CONFIDENTIAL
COMMUNICATIONS OR INFORMATION PROTECTED BY THE WORK PRODUCT DOCTRINE AND ANY OF
THE FOLLOWING, WHETHER HISTORICAL, CURRENT OR PROPOSED AND WHETHER THE COMPANY'S
OR A CUSTOMER'S: CUSTOMER LISTS, CUSTOMER CREDIT INFORMATION, MARKETING DATA,
PRODUCTION METHODS AND FORMULAS, RECIPES, PROCESSES, INNOVATIONS, INVENTIONS,
STRATEGIES, SUPPLIERS, PRICING AND PRICING METHODS, SALES TECHNIQUES,
ADVERTISING, TRAVELING AND CANVASSING METHODS, BROCHURES OR INSTRUCTIONS
RELATING TO PRODUCTS, SERVICES OR BUSINESS OF THE COMPANY OR ANY CUSTOMER OF THE
COMPANY, AND ANY OTHER INFORMATION WHICH THE COMPANY MAY FROM TIME TO TIME
IDENTIFY IN WRITING TO TRAUTSCHOLD AS INFORMATION WHICH IT WISHES TO PRESERVE AS
SECRET.
SUCH OTHER CONFIDENTIAL INFORMATION AND THE DATES ON WHICH THE COMPANY
SO ADVISED TRAUTSCHOLD MAY, BUT NEED NOT BE, RECORDED AS AN EXHIBIT TO BE
ATTACHED TO AND DEEMED A PART OF THIS AGREEMENT.
(B)
BY EXECUTING THIS AGREEMENT, TRAUTSCHOLD
ACKNOWLEDGES THAT HE HAS BEEN ADVISED THAT THE COMPANY WISHES TO PRESERVE
CONFIDENTIAL INFORMATION AS SECRET.
(C)
UNLESS TRAUTSCHOLD SHALL FIRST SECURE THE
WRITTEN CONSENT OF THE COMPANY, TRAUTSCHOLD SHALL NOT DISCLOSE OR USE AT ANY
TIME, EITHER DURING OR SUBSEQUENT TO THE TERM OF THIS AGREEMENT, ANY
CONFIDENTIAL INFORMATION, WHETHER OR NOT PATENTABLE, OF WHICH TRAUTSCHOLD IS
PRESENTLY AWARE OR BECOMES INFORMED DURING SUCH TIME, WHETHER OR NOT DEVELOPED
BY TRAUTSCHOLD, EXCEPT AS REQUIRED IN THE EXERCISE OF TRAUTSCHOLD'S DUTIES TO
THE COMPANY UNDER THIS AGREEMENT.
THIS OBLIGATION SHALL NOT APPLY TO ANY
CONFIDENTIAL INFORMATION WHICH IS OR SHALL BECOME A PART OF THE PUBLIC DOMAIN
THROUGH NO FAULT OF TRAUTSCHOLD.
TRAUTSCHOLD SHALL NOT BE DEEMED IN BREACH OF
THIS PROVISION FOR GOOD FAITH ACTIONS UNDERTAKEN IN THE PERFORMANCE OF DUTIES
REQUESTED OF HIM BY THE COMPANY UNDER THIS AGREEMENT.
(D)
UPON THE COMPANY'S REQUEST, TRAUTSCHOLD
SHALL PROMPTLY DELIVER TO THE COMPANY ALL MANUALS, SALES MATERIALS, LETTERS,
NOTES, NOTEBOOKS, REPORTS, CUSTOMER LISTS, AND ALL
2
COPIES THEREOF, AND ALL OTHER MATERIALS OF A SECRET OR CONFIDENTIAL NATURE