INFORMATION SHALL REMAIN THE SOLE
PROPERTY OF THE COMPANY.
CONSULTANT FURTHER AGREES TO TAKE ALL REASONABLE
PRECAUTIONS TO PREVENT ANY UNAUTHORIZED DISCLOSURE OF SUCH CONFIDENTIAL
INFORMATION INCLUDING, BUT NOT LIMITED TO, HAVING EACH EMPLOYEE OF CONSULTANT,
IF ANY, WITH ACCESS TO ANY CONFIDENTIAL INFORMATION, EXECUTE A NONDISCLOSURE
AGREEMENT CONTAINING PROVISIONS IN THE COMPANY'S FAVOR IDENTICAL TO SECTIONS 2,
3, AND 4 OF THIS AGREEMENT.
CONFIDENTIAL INFORMATION DOES NOT INCLUDE
INFORMATION WHICH (I) IS KNOWN TO CONSULTANT AT THE TIME OF DISCLOSURE TO
CONSULTANT BY THE COMPANY AS EVIDENCED BY WRITTEN RECORDS OF CONSULTANT,
(II) HAS BECOME PUBLICLY KNOWN AND MADE GENERALLY AVAILABLE THROUGH NO WRONGFUL
ACT OF CONSULTANT, OR (III) HAS BEEN RIGHTFULLY RECEIVED BY CONSULTANT FROM A
THIRD PARTY WHO IS AUTHORIZED TO MAKE SUCH DISCLOSURE.
(C)
FORMER EMPLOYER'S CONFIDENTIAL INFORMATION.
CONSULTANT AGREES THAT
CONSULTANT WILL NOT, DURING THE TERM OF THIS AGREEMENT, IMPROPERLY USE OR
DISCLOSE ANY PROPRIETARY INFORMATION OR TRADE SECRETS OF ANY FORMER OR CURRENT
EMPLOYER OR OTHER PERSON OR ENTITY WITH WHICH CONSULTANT HAS AN AGREEMENT OR
DUTY TO KEEP IN CONFIDENCE INFORMATION ACQUIRED BY CONSULTANT, IF ANY, AND THAT
CONSULTANT WILL NOT BRING ONTO THE PREMISES OF THE COMPANY ANY UNPUBLISHED
DOCUMENT OR PROPRIETARY INFORMATION BELONGING TO SUCH EMPLOYER, PERSON, OR
ENTITY UNLESS CONSENTED TO IN WRITING BY SUCH EMPLOYER, PERSON, OR ENTITY.
CONSULTANT WILL INDEMNIFY THE COMPANY AND HOLD IT HARMLESS FROM AND AGAINST ALL
CLAIMS, LIABILITIES, DAMAGES, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES
AND COSTS OF SUIT, ARISING OUT OF OR IN CONNECTION WITH ANY VIOLATION OR CLAIMED
VIOLATION OF A THIRD PARTY'S RIGHTS RESULTING IN WHOLE OR IN PART FROM THE
COMPANY'S USE OF THE WORK PRODUCT OF CONSULTANT UNDER THIS AGREEMENT.
(D)
THIRD PARTY CONFIDENTIAL INFORMATION.
CONSULTANT RECOGNIZES THAT THE
COMPANY HAS RECEIVED AND IN THE FUTURE WILL RECEIVE FROM THIRD PARTIES THEIR
CONFIDENTIAL OR PROPRIETARY INFORMATION SUBJECT TO A DUTY ON THE COMPANY'S PART
TO MAINTAIN THE CONFIDENTIALITY OF SUCH INFORMATION AND TO USE IT ONLY FOR
CERTAIN LIMITED PURPOSES.
CONSULTANT AGREES THAT CONSULTANT OWES THE COMPANY
AND SUCH THIRD PARTIES, DURING THE TERM OF THIS AGREEMENT AND THEREAFTER, A DUTY
TO HOLD ALL SUCH CONFIDENTIAL OR PROPRIETARY INFORMATION IN THE STRICTEST
CONFIDENCE AND NOT TO DISCLOSE IT TO ANY PERSON, FIRM, OR CORPORATION OR TO USE
IT EXCEPT AS NECESSARY IN CARRYING OUT THE SERVICES FOR THE COMPANY CONSISTENT
WITH THE COMPANY'S AGREEMENT WITH SUCH THIRD PARTY.
(E)
RETURN OF MATERIALS.
UPON THE TERMINATION OF THIS AGREEMENT, OR UPON
COMPANY'S EARLIER REQUEST, CONSULTANT WILL DELIVER TO THE COMPANY ALL OF THE
COMPANY'S PROPERTY OR CONFIDENTIAL INFORMATION THAT CONSULTANT MAY HAVE IN
CONSULTANT'S POSSESSION OR CONTROL.
3.
OWNERSHIP
(A)
ASSIGNMENT.
CONSULTANT AGREES THAT ALL COPYRIGHTABLE MATERIAL, NOTES,
RECORDS, DRAWINGS, DESIGNS, INVENTIONS, IMPROVEMENTS, DEVELOPMENTS, DISCOVERIES,
AND TRADE SECRETS
2
CONCEIVED, MADE, OR DISCOVERED BY CONSULTANT, SOLELY OR IN COLLABORATION WITH
THE COMPANY, DURING THE PERIOD OF THIS AGREEMENT, WHICH RELATE IN ANY MANNER TO
THE BUSINESS OF THE COMPANY THAT CONSULTANT MAY BE DIRECTED TO UNDERTAKE,
INVESTIGATE, OR EXPERIMENT