NAMES OR SERVICEMARKS WITHOUT THE PRIOR APPROVAL OF THE COMPANY.
THE
CONSULTANT IS NOT AUTHORIZED TO TRANSACT BUSINESS, INCUR OBLIGATIONS, SELL
GOODS, RECEIVE PAYMENTS, SOLICIT ORDERS OR ASSIGN OR CREATE ANY OBLIGATION OF
ANY KIND, EXPRESS OR IMPLIED, ON BEHALF OF THE COMPANY OR ANY OF THE COMPANY'S
RELATED OR AFFILIATED ENTITIES, OR TO BIND IN ANY WAY WHATSOEVER, OR TO MAKE ANY
PROMISE, WARRANTY OR REPRESENTATION ON BEHALF OF THE COMPANY OR ANY OF THE
COMPANY'S RELATED OR AFFILIATED ENTITIES WITH RESPECT TO ANY MATTER, EXCEPT AS
EXPRESSLY AUTHORIZED IN THIS AGREEMENT OR IN ANOTHER WRITING SIGNED BY AN
AUTHORIZED REPRESENTATIVE OF THE COMPANY.
3.
CONSULTING FEES.
THE CONSULTANT SHALL
SUBMIT TO THE COMPANY QUARTERLY STATEMENTS, IN A FORM SATISFACTORY TO THE
COMPANY, OF SERVICES PERFORMED FOR THE COMPANY IN THE APPLICABLE TIME PERIOD.
THE COMPANY SHALL PAY TO THE CONSULTANT CONSULTING FEES OF $60,000 PAYABLE IN
$15,000 INSTALLMENTS AT THE BEGINNING OF EACH QUARTER FOR SERVICES TO BE
RENDERED IN THE UPCOMING QUARTER.
THE STATEMENT SUBMITTED BY THE CONSULTANT
SHOULD CONTAIN THE CONSULTANT'S SOCIAL SECURITY NUMBER OR EMPLOYER
IDENTIFICATION NUMBER, ADDRESS.
4.
TERMINATION.
NOTWITHSTANDING THE
FOREGOING, THE COMPANY MAY TERMINATE THE CONSULTATION PERIOD, EFFECTIVE
IMMEDIATELY UPON RECEIPT OF WRITTEN NOTICE, IF THE CONSULTANT BREACHES OR
THREATENS TO BREACH ANY PROVISION OF THIS AGREEMENT OR HIS CONTINUING
OBLIGATIONS UNDER HIS EMPLOYMENT AGREEMENT DATED NOVEMBER 7, 2007.
5.
PROPRIETARY INFORMATION.
THE
CONSULTANT ACKNOWLEDGES THAT HIS RELATIONSHIP WITH THE COMPANY IS ONE OF HIGH
TRUST AND CONFIDENCE AND THAT IN THE COURSE OF HIS SERVICE TO THE COMPANY HE
WILL HAVE ACCESS TO AND CONTACT WITH PROPRIETARY INFORMATION.
THE CONSULTANT
AGREES THAT HE WILL NOT, DURING THE CONSULTATION PERIOD OR AT ANY TIME
THEREAFTER, DISCLOSE TO OTHERS, OR USE FOR HIS BENEFIT OR THE BENEFIT OF OTHERS,
ANY PROPRIETARY INFORMATION OR INFORMATION.
FOR PURPOSES OF THIS AGREEMENT,
PROPRIETARY INFORMATION SHALL MEAN, BY WAY OF ILLUSTRATION AND NOT LIMITATION,
ALL INFORMATION (WHETHER OR NOT PATENTABLE AND WHETHER OR NOT COPYRIGHTABLE)
OWNED, POSSESSED OR USED BY THE COMPANY, INCLUDING, WITHOUT LIMITATION, ANY
INVENTION, FORMULA, VENDOR INFORMATION, CUSTOMER INFORMATION, APPARATUS,
EQUIPMENT, TRADE SECRET, PROCESS, RESEARCH, REPORT, TECHNICAL DATA, KNOW-HOW,
COMPUTER PROGRAM, SOFTWARE, SOFTWARE DOCUMENTATION, HARDWARE DESIGN, TECHNOLOGY,
MARKETING OR BUSINESS PLAN, FORECAST, UNPUBLISHED FINANCIAL STATEMENT, BUDGET,
LICENSE, PRICE, COST AND EMPLOYEE LIST THAT IS COMMUNICATED TO, LEARNED OF,
DEVELOPED OR OTHERWISE ACQUIRED BY THE CONSULTANT IN THE COURSE OF HIS SERVICE
AS A CONSULTANT TO THE COMPANY.
6.
OTHER AGREEMENTS.
THE CONSULTANT
HEREBY REPRESENTS THAT, EXCEPT AS THE CONSULTANT HAS DISCLOSED IN WRITING TO THE
COMPANY, THE CONSULTANT IS NOT BOUND BY THE TERMS OF
2
ANY AGREEMENT WITH ANY THIRD PARTY TO REFRAIN FROM USING OR DISCLOSING ANY TRADE
SECRET OR CONFIDENTIAL OR PROPRIETARY INFORMATION IN THE COURSE OF HIS /HER
CONSULTANCY WITH THE COMPANY, TO REFRAIN FROM COMPETING, DIRECTLY OR INDIRECTLY,
WITH THE BUSINESS OF SUCH THIRD PARTY OR TO REFRAIN FROM SOLICITING EMPLOYEES,
CUSTOMERS OR SUPPLIERS OF SUCH THIRD PARTY.
THE CONSULTANT FURTHER REPRESENTS
THAT HIS/HER PERFORMANCE OF ALL THE