TERMINATE THE CONSULTING TERM UPON 30 DAYS' WRITTEN NOTICE TO THE OTHER
PARTY.
UPON TERMINATION BY THE COMPANY, THE COMPANY MAY (AT ITS DISCRETION) AT
ANY TIME FOLLOWING THE GIVING OF SUCH NOTICE (BUT NOT EXCEEDING THE LENGTH OF
THE NOTICE GIVEN) CEASE TO PROVIDE WORK FOR THE CONSULTANT. WITHIN 2 1⁄2 MONTHS
AFTER ANY TERMINATION, THE COMPANY SHALL CAUSE THE CONSULTANT TO BE PAID (X) ANY
EARNED BUT UNPAID PORTION OF THE FEE AND (Y) THE REIMBURSEMENT BY THE COMPANY OF
OUTSTANDING UNREIMBURSED EXPENSES PURSUANT TO SECTION 3 THROUGH THE DATE OF
TERMINATION, AND THE CONSULTANT SHALL NOT BE ENTITLED TO ANY OTHER PAYMENTS OR
REIMBURSEMENTS. IMMEDIATELY FOLLOWING TERMINATION OF THE SERVICES FOR ANY
REASON, THE CONSULTING TERM SHALL TERMINATE.
5.
CONSULTANT'S REPRESENTATION.
THE CONSULTANT REPRESENTS TO THE
COMPANY THAT THE CONSULTANT'S EXECUTION AND PERFORMANCE OF THIS AGREEMENT DOES
NOT VIOLATE ANY AGREEMENT OR OBLIGATION (WHETHER OR NOT WRITTEN) THAT THE
CONSULTANT HAS WITH OR TO ANY PERSON OR ENTITY INCLUDING, WITHOUT LIMITATION,
ANY PRIOR EMPLOYER OR ANY PERSON OR ENTITY THAT HAS ENGAGED HIM AS A CONSULTANT.
6.
CONSULTANT'S COVENANTS.
(A)
CONFIDENTIALITY. THE CONSULTANT AGREES AND UNDERSTANDS THAT THE
CONSULTANT HAS BEEN, AND IN THE DISCHARGE OF THE CONSULTANT'S OBLIGATIONS UNDER
THIS AGREEMENT, WILL BE, EXPOSED TO AND RECEIVE INFORMATION RELATING TO THE
CONFIDENTIAL AFFAIRS OF THE COMPANY AFFILIATED GROUP, INCLUDING, WITHOUT
LIMITATION, TECHNICAL INFORMATION, BUSINESS AND MARKETING PLANS, STRATEGIES,
CUSTOMER (OR POTENTIAL CUSTOMER) INFORMATION, OTHER INFORMATION CONCERNING THE
PRODUCTS, PROMOTIONS, DEVELOPMENT, FINANCING, PRICING, TECHNOLOGY, INVENTIONS,
EXPANSION PLANS, BUSINESS POLICIES AND PRACTICES, AND INTELLECTUAL PROPERTY OF
THE COMPANY AFFILIATED GROUP, WHETHER OR NOT REDUCED TO TANGIBLE FORM, AND OTHER
FORMS OF INFORMATION CONSIDERED BY THE COMPANY AFFILIATED GROUP TO BE
CONFIDENTIAL AND IN THE NATURE OF TRADE SECRETS. THE CONSULTANT WILL NOT
KNOWINGLY DISCLOSE SUCH INFORMATION, EITHER DIRECTLY OR INDIRECTLY, TO ANY
PERSON OR ENTITY OUTSIDE THE COMPANY AFFILIATED GROUP WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMPANY; PROVIDED, HOWEVER, THAT (I) THE CONSULTANT SHALL HAVE NO
OBLIGATION UNDER THIS SECTION 6(A) WITH RESPECT TO ANY INFORMATION THAT IS OR
BECOMES PUBLICLY KNOWN OTHER THAN AS A RESULT OF THE CONSULTANT'S BREACH OF THE
CONSULTANT'S OBLIGATIONS HEREUNDER AND (II) THE CONSULTANT MAY (X) DISCLOSE SUCH
INFORMATION TO THE EXTENT HE REASONABLY DETERMINES THAT SO DOING IS REASONABLE
OR APPROPRIATE IN THE PERFORMANCE OF THE CONSULTANT'S DUTIES HEREUNDER OR
(Y) AFTER GIVING PRIOR NOTICE TO THE COMPANY TO THE EXTENT PRACTICABLE UNDER THE
CIRCUMSTANCES, DISCLOSE SUCH INFORMATION TO THE EXTENT REQUIRED BY APPLICABLE
LAWS OR GOVERNMENTAL REGULATIONS OR BY JUDICIAL OR REGULATORY PROCESS.
THE
CONSULTANT SHALL COMPLY WITH THE COMPANY'S DATA PROTECTION POLICIES. UPON
TERMINATION OF THE CONSULTANT, THE CONSULTANT SHALL PROMPTLY SUPPLY TO THE
COMPANY ALL PROPERTY, KEYS, NOTES, MEMORANDA, WRITINGS, LISTS, FILES, REPORTS,
CUSTOMER LISTS, CORRESPONDENCE, TAPES, DISKS, CARDS, SURVEYS, MAPS, LOGS,
MACHINES, TECHNICAL DATA AND ANY OTHER TANGIBLE PRODUCT OR DOCUMENT WHICH HAS
BEEN PRODUCED BY, RECEIVED BY OR OTHERWISE SUBMITTED TO THE CONSULTANT IN THE
COURSE OF OR OTHERWISE IN CONNECTION WITH THE CONSULTANT'S SERVICES