documents and information with
respect to the business and research, plans, etc. of the Company and the
business of Stanford Group, the parties hereby shall and do subscribe to the
terms of confidentiality set forth in Schedule A attached hereto.
F.
RESTRICTIVE COVENANTS
(A)
STANFORD GROUP SHALL CONDUCT ITS BUSINESS UNDER ITS OWN NAME.
STANFORD GROUP SHALL NOT USE ANY TRADEMARKS OR TRADENAMES OF THE COMPANY IN ANY
MANNER, EXCEPT AS AUTHORIZED IN WRITING BY THE COMPANY OR IN CONNECTION WITH THE
USE OF LITERATURE SUPPLIED BY THE COMPANY.
STANFORD GROUP SHALL DISCONTINUE
SUCH USAGE UPON THE TERMINATION OF THIS AGREEMENT.
(B)
ALL ORIGINALS AND PHOTOCOPIES OR ANY OTHER FORMS OF RECORDS,
COMPUTER RECORDS AND PRINTOUTS, AND ANY OTHER MATERIAL AND/OR EQUIPMENT
FURNISHED TO AND/OR MAINTAINED BY STANFORD GROUP IN CONNECTION WITH THE
PERFORMANCE OF SERVICES UNDER THIS AGREEMENT SHALL REMAIN THE PROPERTY OF THE
COMPANY AND SHALL BE RETURNED TO THE COMPANY UPON DEMAND OR IMMEDIATELY UPON
TERMINATION OF THIS AGREEMENT.
(C)
STANFORD GROUP REPRESENTS AND WARRANTS THAT ITS PERFORMANCE OF ALL
THE TERMS OF THIS AGREEMENT AND ITS DUTIES AS AN INDEPENDENT CONTRACTOR WILL NOT
BREACH ANY INVENTION ASSIGNMENT AGREEMENT, CONFIDENTIAL INFORMATION AGREEMENT,
NON-COMPETITION AGREEMENT OR OTHER AGREEMENT OR OTHER OBLIGATION WITH ANY
PRESENT OR FORMER CLIENT OR OTHER PARTY. STANFORD GROUP FURTHER REPRESENTS AND
WARRANTS THAT IT HAS NOT AND WILL NOT BRING TO THE COMPANY OR USE IN THE
PERFORMANCE OF ITS DUTIES FOR THE COMPANY ANY DOCUMENTS OR MATERIALS OF A
PRESENT OR FORMER CLIENT OR OTHER PARTY THAT ARE NOT GENERALLY AVAILABLE TO THE
PUBLIC.
G.
COMPLIANCE WITH LAW
EACH OF THE COMPANY AND STANFORD GROUP HAS NOT TAKEN, AND WILL NOT TAKE, ANY
ACTION, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH THIS AGREEMENT, THAT IS
CONTRARY TO THE U.S. FEDERAL SECURITIES LAWS, OR APPLICABLE STATE SECURITIES OR
"BLUE SKY" LAWS, OR THE APPLICABLE LAWS OF FOREIGN COUNTRIES. STANFORD GROUP
FURTHER REPRESENTS THAT, PURSUANT TO SECTION 15 OF THE SECURITIES AND EXCHANGE
ACT OF 1934, AS AMENDED (THE "1934 ACT"), IT IS A REGISTERED BROKER OR DEALER AS
THOSE TERMS ARE DEFINED UNDER SECTION 3(A) OF THE 1934 ACT.
H.
PROHIBITION ON USE OF "INSIDE INFORMATION"
Stanford Group and the Stanford Employees shall not trade in, pass information
along to others, or make recommendations concerning the Company's securities
about which it possess any material, non-public information.
I.
LOCK-UP
DURING THE TERM OF THIS AGREEMENT, AND WITH RESPECT TO THE COMMON STOCK (THE
"COMMON STOCK") OF THE COMPANY, STANFORD WILL NOT SELL, CONTRACT TO SELL,
PLEDGE, MAKE ANY SHORT SALE OR MAKE ANY OTHER DISPOSITION OF, OR GRANT ANY
PURCHASE OPTION FOR THE SALE OF, ANY SHARES OF COMMON STOCK OWNED DIRECTLY BY
THE UNDERSIGNED OR WITH RESPECT TO WHICH THE UNDERSIGNED HAS
BENEFICIAL OWNERSHIP WITHIN THE RULES AND REGULATIONS OF THE SECURITIES AND
EXCHANGE COMMISSION, WITHOUT FIRST OBTAINING THE WRITTEN CONSENT OF THE COMPANY,
EXCEPT FOR (A) THE TRANSFER OF SHARES OF COMMON STOCK OR OTHER SECURITIES OF THE
COMPANY BY THE UNDERSIGNED