INCLUSIVE, (I) SOFTWARE (SOURCE AND OBJECT CODE), ALGORITHMS, COMPUTER
PROCESSING SYSTEMS, TECHNIQUES, METHODOLOGIES, FORMULAE, PROCESSES, COMPILATIONS
OF INFORMATION, DRAWINGS, PROPOSALS, JOB NOTES, REPORTS, RECORDS, AND
SPECIFICATIONS, AND (II) INFORMATION CONCERNING ANY MATTERS RELATING TO THE
BUSINESS OF UTSTARCOM, ANY OF ITS CUSTOMERS, CUSTOMER CONTACTS, LICENSES, THE
PRICES IT OBTAINS OR HAS OBTAINED FOR THE LICENSING OF ITS SOFTWARE PRODUCTS AND
SERVICES, OR ANY OTHER INFORMATION CONCERNING THE BUSINESS OF UTSTARCOM AND
UTSTARCOM'S GOOD WILL.
ALL CONFIDENTIAL INFORMATION DISCLOSED TO CONSULTANT BY
UTSTARCOM, OR ACQUIRED FROM A CUSTOMER OR PROSPECTIVE CUSTOMER OF UTSTARCOM, ARE
AND SHALL REMAIN THE SOLE AND EXCLUSIVE PROPERTY AND PROPRIETARY INFORMATION OF
UTSTARCOM OR SUCH CUSTOMERS, AND ARE DISCLOSED IN CONFIDENCE BY UTSTARCOM OR
PERMITTED TO BE ACQUIRED FROM SUCH CUSTOMERS IN RELIANCE ON CONSULTANT'S
AGREEMENT TO MAINTAIN THEM IN CONFIDENCE AND NOT TO USE OR DISCLOSE THEM TO ANY
OTHER PERSON EXCEPT IN FURTHERANCE OF UTSTARCOM'S BUSINESS.
CONSULTANT
SPECIFICALLY AGREES TO NOT DISCLOSE OR USE IN ANY MANNER, DIRECTLY OR
INDIRECTLY, ANY SUCH CONFIDENTIAL INFORMATION EITHER DURING THE TERM OF THIS
AGREEMENT OR AT ANY TIME THEREAFTER, EXCEPT AS REQUIRED IN THE COURSE OF
PROVIDING SERVICES PURSUANT TO THIS AGREEMENT.
(B)
NOTHING HEREIN SHALL BE CONSTRUED AS AN IMPLIED PATENT LICENSE
UNDER ANY UTSTARCOM PATENT.
(C)
CONSULTANT AGREES TO OBTAIN AN AGREEMENT SIMILAR TO THIS SECTION 5
FROM ANY AGENT, EMPLOYEE, OR ASSOCIATE PERFORMING WORK UNDER THIS AGREEMENT, AND
TO BE DIRECTLY RESPONSIBLE FOR THE ACTS OF SUCH AGENT, EMPLOYEE, OR ASSOCIATE.
(D)
CONSULTANT REPRESENTS AND WARRANTS THAT HE/SHE HAS REVIEWED AND
UNDERSTANDS UTSTARCOM'S POLICY REQUIRING COMPLIANCE WITH THE ECONOMIC ESPIONAGE
ACT OF 1996 ("EEA POLICY") (A COPY OF THE POLICY IS ATTACHED HERETO AS
EXHIBIT A, AND INCORPORATED BY REFERENCE).
CONSULTANT FURTHERS AGREES THAT BY
THE DULY AUTHORIZED SIGNATURE BELOW, CONSULTANT AGREES TO ABIDE IN ALL RESPECTS
WITH THE ATTACHED EEA POLICY.
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6.
SUBCONTRACTING.
CONSULTANT WILL NOT SUBCONTRACT OR ASSIGN ANY OF
THE WORK RIGHTS HEREUNDER WITHOUT PRIOR WRITTEN APPROVAL BY UTSTARCOM.
7.
RELATIONSHIP OF CONSULTANT.
CONSULTANT WILL SERVE AS AN
INDEPENDENT CONTRACTOR, AND THIS AGREEMENT WILL NOT BE DEEMED TO CREATE A
PARTNERSHIP, JOINT ENTERPRISE, OR EMPLOYMENT
-2-
RELATIONSHIP BETWEEN THE PARTIES.
CONSULTANT SHALL MAKE APPROPRIATE FILINGS
WITH TAXING AUTHORITIES AS A SELF-EMPLOYED ENTITY AND SHALL BE LIABLE FOR ALL
REQUIRED PAYMENTS TO THE LOCAL, STATE, FEDERAL, AND OTHER TAXING AUTHORITIES
(INCLUDING INCOME TAX AND SOCIAL SECURITY AND SDI PAYMENTS.)
[***]
8.
ELIGIBILITY FOR EMPLOYMENT.
CONSULTANT WARRANTS THAT HE/SHE,
AND/OR ANY SUBCONTRACTOR OR ASSIGNEE UNDER THIS AGREEMENT, IS ELIGIBLE FOR
EMPLOYMENT IN THE UNITED STATES, AS REQUIRED BY THE IMMIGRATION REFORM AND
CONTROL ACT (IRCA).
[***]
9.
CONSULTANT'S WARRANTIES.
CONSULTANT WARRANTS THAT HE/SHE, AND/OR
ANY SUBCONTRACTOR OR ASSIGNEE UNDER THIS AGREEMENT, IS ADEQUATELY INSURED FOR
INJURIES TO HIM/HERSELF THAT MAY OCCUR WITHIN THE COURSE AND SCOPE OF
CONSULTANT'S PROVISION OF SERVICES PURSUANT TO THIS AGREEMENT.
[***]
10.
FOREIGN CORRUPT PRACTICES ACT.
CONSULTANT REPRESENTS AND WARRANTS
THAT HE/SHE HAS REVIEWED AND UNDERSTANDS UTSTARCOM'S POLICY REQUIRING COMPLIANCE
WITH THE FOREIGN CORRUPT PRACTICES ACT ("FCPA