this
Agreement shall prevent or restrict the Consultant from engaging in any business
or industry in any capacity.
(C)
NONDISCLOSURE OF CONFIDENTIAL INFORMATION.
THE CONSULTANT SHALL KEEP SECRET AND CONFIDENTIAL AND SHALL NOT DISCLOSE TO ANY
THIRD PARTY IN ANY FASHION OR FOR ANY PURPOSE WHATSOEVER, ANY INFORMATION
REGARDING THIS AGREEMENT, OR ANY OTHER INFORMATION REGARDING THE COMPANY OR ITS
AFFILIATES OR SUBSIDIARIES WHICH IS NOT AVAILABLE TO THE GENERAL PUBLIC, AND/OR
NOT GENERALLY KNOWN OUTSIDE THE COMPANY OR ANY SUCH AFFILIATE OR SUBSIDIARY, TO
WHICH HE HAS OR SHALL HAVE HAD ACCESS AT ANY TIME DURING THE COURSE OF HIS
CONSULTING ENGAGEMENT WITH THE COMPANY, INCLUDING, WITHOUT LIMITATION, ANY
INFORMATION RELATING TO THE COMPANY'S (AND ITS AFFILIATES' OR SUBSIDIARIES'):
(I)
BUSINESS, OPERATIONS, PLANS, STRATEGIES,
PROSPECTS OR OBJECTIVES;
(II)
PRODUCTS, TECHNOLOGIES, PROCESSES,
SPECIFICATIONS, RESEARCH AND DEVELOPMENT OPERATIONS AND PLANS;
(III)
CUSTOMERS AND CUSTOMER LISTS;
3
(IV)
DISTRIBUTION, SALES, SERVICE, SUPPORT AND
MARKETING PRACTICES AND OPERATIONS;
(V)
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS;
(VI)
OPERATIONAL STRENGTHS AND WEAKNESSES; AND
(VII)
PERSONNEL AND COMPENSATION POLICIES AND
PROCEDURES.
Notwithstanding the foregoing provisions of this Section 7, the Consultant may
discuss this Agreement with the members of his immediate family and with his
personal legal and tax advisors and may disclose the existence of his consulting
relationship with the Company to any third party.
(D)
SPECIFIC PERFORMANCE.
WITHOUT INTENDING TO
LIMIT THE REMEDIES AVAILABLE TO THE COMPANY OR ITS AFFILIATES OR SUBSIDIARIES,
THE CONSULTANT HEREBY AGREES THAT DAMAGES AT LAW WOULD BE AN INSUFFICIENT REMEDY
TO THE COMPANY OR ITS AFFILIATES OR SUBSIDIARIES IN THE EVENT THAT THE
CONSULTANT VIOLATES ANY OF THE PROVISIONS OF THIS SECTION 7, AND THAT, IN
ADDITION TO MONEY DAMAGES, THE COMPANY OR ITS AFFILIATES OR SUBSIDIARIES MAY
APPLY FOR AND, UPON THE REQUISITE SHOWING, HAVE INJUNCTIVE RELIEF IN ANY COURT
OF COMPETENT JURISDICTION TO RESTRAIN THE BREACH OR THREATENED BREACH OF OR
OTHERWISE TO SPECIFICALLY ENFORCE ANY OF THE COVENANTS CONTAINED IN THIS
SECTION 7.
8.
NON-ASSIGNABILITY.
EXCEPT WITH THE
WRITTEN CONSENT OF BOTH PARTIES, NEITHER THE CONSULTANT NOR THE COMPANY SHALL
HAVE ANY RIGHT TO ANTICIPATE, ALIENATE, SELL, ASSIGN, TRANSFER, PLEDGE, ENCUMBER
OR OTHERWISE DISPOSE OF ANY RIGHT, INTEREST, BENEFIT OR PAYMENT UNDER THIS
AGREEMENT AND ANY ATTEMPTED ANTICIPATION, ALIENATION, SALE, ASSIGNMENT,
TRANSFER, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION OF ANY OF SUCH RIGHTS,
INTEREST, BENEFITS OR PAYMENTS CONTRARY TO THE PROVISIONS HEREOF SHALL BE NULL
AND VOID AND WITHOUT EFFECT.
ALL RIGHTS, INTERESTS, BENEFITS AND PAYMENTS UNDER
THIS AGREEMENT SHALL, TO THE MAXIMUM EXTENT PERMITTED BY LAW, BE EXEMPT FROM THE
CLAIMS OF ANY CREDITOR OR OTHER PERSON PRIOR TO THE ACTUAL RECEIPT THEREOF BY
THE PERSON ENTITLED TO RECEIVE THE SAME HEREUNDER.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED IN THIS SECTION 8, THE CONSULTANT'S RIGHTS TO RECEIVE
PAYMENTS HEREUNDER MAY BE TRANSFERRED BY WILL OR THE LAWS OF DESCENT AND
DISTRIBUTION.
9.
PARTIES BOUND.
THE RIGHTS AND
OBLIGATIONS OF THE COMPANY UNDER THIS AGREEMENT SHALL INURE TO THE BENEFIT OF
AND SHALL BE BINDING UPON