THE PROVIDING OF ALL BENEFITS, IF ANY, TO TICKNER HIMSELF OR TO HIS
SPOUSE, CHILDREN OR EMPLOYEES OF TICKNER SHALL BE SOLELY THE RESPONSIBILITY OF
TICKNER.
TICKNER UNDERSTANDS AND AGREES THAT AS AN INDEPENDENT CONTRACTOR HE IS
NOT ELIGIBLE TO PARTICIPATE IN ANY BONUS OR OTHER PROGRAM OF EMPLOYEE BENEFITS
OR EQUITY BASED COMPENSATION SPONSORED BY ZENITH.
TICKNER AGREES THAT HE WILL
INDEMNIFY AND HOLD ZENITH HARMLESS FROM ANY AND ALL CLAIMS WHETHER FOR TAXES,
PENALTIES, INTEREST OR OTHERWISE BASED UPON TICKNER'S INDEPENDENT CONTRACTOR
STATUS, INCLUDING TICKNER'S FAILURE TO MAKE ANY NECESSARY REPORTS, FILE ANY
NECESSARY RETURNS OR PAY ANY APPROPRIATE TAXES OR FEES.
(J)
TICKNER AGREES THAT TO THE EXTENT HE IS REQUESTED TO DO SO, HE
WILL ASSIST IN THE TRANSITION OF HIS DUTIES TO A NEW GENERAL COUNSEL, OR
OTHERWISE, AS REQUESTED BY ZENITH.
(K)
TICKNER AGREES THAT DURING THE DURATION OF HIS CONSULTANCY HE WILL
BE BOUND BY THE SAME RULES AND DUTIES, INCLUDING THE DUTY OF LOYALTY, AS ARE
EMPLOYEES OF ZENITH GENERALLY.
TICKNER FURTHER AGREES THAT HE WILL NOT ENGAGE
IN ANY ACTIVITIES WHICH ARE DIRECTLY OR INDIRECTLY INCONSISTENT WITH HIS STATUS
AS A CONSULTANT TO ZENITH.
THIS AGREEMENT, AND TICKNER'S CONSULTANCY HEREUNDER,
MAY BE TERMINATED BY ZENITH FOR CAUSE
4
IN THE EVENT OF ANY BREACH OF THIS AGREEMENT OR MISCONDUCT.
IN THE EVENT SUCH
BREACH OR MISCONDUCT IS REASONABLY CAPABLE OF CURE, ZENITH SHALL NOT HAVE THE
RIGHT TO TERMINATE FOR CAUSE UNLESS AND UNTIL THE MATTER HAS REMAINED UNREMEDIED
FOR 10 BUSINESS DAYS AFTER WRITTEN NOTICE TO TICKNER.
2.
CONFIDENTIALITY OF ZENITH INFORMATION AND OTHER OBLIGATIONS.
(A)
TICKNER ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT, AS A RESULT OF
HIS EMPLOYMENT BY ZENITH AND HIS CONSULTING HEREUNDER, HE MAY HAVE DEVELOPED,
OBTAINED, OR LEARNED, AND/OR WILL IN THE FUTURE DEVELOP, OBTAIN OR LEARN, TRADE
SECRETS OR CONFIDENTIAL INFORMATION OF ZENITH (INCLUDING ATTORNEY CLIENT OR
ATTORNEY WORK PRODUCT INFORMATION AND INFORMATION RELATING TO ZENITH'S DATA
PROCESSING AND/OR CLAIMS HANDLING PROCEDURES, BUSINESS POLICIES, STRATEGIES AND
OTHER INFORMATION).
TICKNER SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT AND
APPROVAL OF ZENITH, DIVULGE TO ANY PERSON, FIRM OR CORPORATION, NOR USE TO THE
DETRIMENT OF ZENITH OR ANY OTHER RELEASED PARTY, NOR USE IN ANY BUSINESS,
VENTURE, OR ANY ORGANIZATION OF ANY KIND, AT ANY TIME DURING THE CONSULTING TERM
OR THEREAFTER ANY TRADE SECRETS OR CONFIDENTIAL INFORMATION INCLUDING, BUT NOT
LIMITED TO, TRADE SECRET OR CONFIDENTIAL INFORMATION OF THE FOLLOWING TYPES:
CLAIMS HANDLING, DEVELOPMENT, MARKETING, ORGANIZATIONAL, FINANCIAL, ACCOUNTING,
MANAGERIAL, ADMINISTRATIVE, PRODUCTION, DISTRIBUTION AND SALES INFORMATION,
DATA, SPECIFICATIONS AND PROCESSES PRESENTLY OWNED, OR DEVELOPED IN WHOLE OR IN
PART BOTH DURING THE CONSULTING TERM OR AT ANY TIME PRIOR THERETO (COLLECTIVELY,
THE "CONFIDENTIAL MATERIAL").
CONFIDENTIAL MATERIAL SHALL NOT INCLUDE
INFORMATION THAT HAS BEEN PUBLICLY DISCLOSED BY ZENITH OR INCLUDED IN ANY
PUBLICLY AVAILABLE FILING, REPORT, OR ANALYSIS OR WHICH IS AVAILABLE TO THE
PUBLIC THROUGH LAWFUL MEANS UNRELATED TO ANY DISCLOSURES BY TICKNER.
EXCEPT IN
THE PERFORMANCE OF TICKNER'S DUTIES AS A CONSULTANT TO ZENITH, TICKNER SHALL