COMPANY'S OBLIGATIONS UNDER
SECTIONS 3 AND 10 SHALL SURVIVE ANY SUCH TERMINATION.
6.
RIGHTS AND OBLIGATIONS UPON
TERMINATION.
UPON TERMINATION OF THIS AGREEMENT, THE COMPANY'S OBLIGATION TO
PAY ANY AMOUNTS TO LEFKOFSKY, EXCEPT FOR REIMBURSEMENT OF ANY REASONABLE
OUT-OF-POCKET EXPENSES INCURRED PRIOR TO SUCH TERMINATION, SHALL CEASE.
7.
ACKNOWLEDGMENTS BY LEFKOFSKY.
LEFKOFSKY HEREBY ACKNOWLEDGES THAT:
(A)
LEFKOFSKY'S SOLE REMUNERATION FOR THE
SERVICES DESCRIBED HEREIN WILL BE THE AMOUNTS DESCRIBED IN SECTIONS 3 AND 10
HEREOF, AND LEFKOFSKY AGREES THAT HE SHALL NOT BE ENTITLED TO ANY OTHER PAYMENTS
FOR HIS SERVICES, INCLUDING, WITHOUT LIMITATION, SALARY, BONUSES, COMMISSIONS OR
BENEFITS.
(B)
LEFKOFSKY IS NOT AUTHORIZED TO ENTER INTO
CONTRACTS OR AGREEMENTS ON BEHALF OF THE COMPANY OR TO OTHERWISE CREATE
OBLIGATIONS OF THE COMPANY OR TO THIRD PARTIES IN PERFORMING THE SERVICES UNDER
THIS AGREEMENT.
8.
COVENANTS, REPRESENTATIONS AND
WARRANTIES.
LEFKOFSKY HEREBY COVENANTS, REPRESENTS AND WARRANTS THAT:
(A)
LEFKOFSKY IS NOT UNDER ANY PRE-EXISTING
OBLIGATION INCONSISTENT WITH THE PROVISIONS OF THIS AGREEMENT.
(B)
LEFKOFSKY HAS THE RIGHT, POWER AND AUTHORITY
TO ENTER INTO AND PERFORM THIS AGREEMENT WITHOUT VIOLATING OR INFRINGING ANY
THIRD PARTY RIGHTS.
(C)
DURING THE TERM OF THIS AGREEMENT,
LEFKOFSKY WILL COMPLY WITH ALL LAWS AND REGULATIONS IN THE COURSE OF HIS
PERFORMANCE OF THIS AGREEMENT, AND THE SERVICES PERFORMED HEREUNDER WILL BE
PERFORMED, TO THE BEST OF LEFKOFSKY'S ABILITY, IN A TIMELY, COMPLETE,
PROFESSIONAL AND WORKMANLIKE MANNER, IN ACCORDANCE WITH INDUSTRY STANDARDS AND
IN THE BEST INTERESTS OF THE COMPANY.
(D)
DURING THE TERM OF THIS AGREEMENT, LEFKOFSKY
WILL NOT DEFAME, DISPARAGE, LIBEL OR SLANDER, OR MAKE ANY NEGATIVE OR DEROGATORY
STATEMENTS CONCERNING, THE COMPANY OR ANY OF ITS STOCKHOLDERS, DIRECTORS,
OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS OR AFFILIATES (INCLUDING ANY OF
THEIR RESPECTIVE PRODUCTS, SERVICES, CUSTOMERS, SUPPLIERS, LICENSORS, EMPLOYEES
OR AGENTS).
9.
CONFIDENTIAL INFORMATION.
2
(A)
LEFKOFSKY ACKNOWLEDGES AND AGREES THAT IN
THE COURSE OF THE PERFORMANCE OF THE SERVICES PURSUANT TO THIS AGREEMENT
LEFKOFSKY MAY BE GIVEN ACCESS TO, OR COME INTO POSSESSION OF, SECRET OR
CONFIDENTIAL INFORMATION OF THE COMPANY, WHICH INFORMATION MAY CONSIST OF
PROPRIETARY DATA OR OTHER CONFIDENTIAL INFORMATION RELATIVE TO THE ACTIVITIES OF
THE COMPANY (COLLECTIVELY, "CONFIDENTIAL INFORMATION").
LEFKOFSKY FURTHER
ACKNOWLEDGES AND AGREES THAT HE WILL NOT USE, DISTRIBUTE, DUPLICATE, DIVULGE OR
DISCLOSE IN ANY MANNER, OR PERMIT ANY THIRD PARTY ACCESS TO, ANY SUCH
CONFIDENTIAL INFORMATION, EXCEPT IN CONNECTION WITH THE PERFORMANCE OF THE
SERVICES UNDER THIS AGREEMENT AND SO LONG AS THE SECRET OR CONFIDENTIAL NATURE
OF SUCH CONFIDENTIAL INFORMATION IS PRESERVED.
(B)
LEFKOFSKY MUST NOTIFY THE COMPANY
IMMEDIATELY UPON DISCOVERING ANY BREACH OF THIS AGREEMENT OR UNAUTHORIZED USE OF
CONFIDENTIAL INFORMATION, AND MUST USE HIS BEST EFFORTS, AND AID THE COMPANY, TO
RECOVER POSSESSION OF THE CONFIDENTIAL INFORMATION, AND TO PREVENT FURTHER
DISSEMINATION AND UNAUTHORIZED USE.
(C)
LEFKOFSKY AGREES THAT A VIOLATION BY
LEFKOFSKY OF THIS SECTION 9 WILL CAUSE IRREPARABLE INJURY TO THE COMPANY AND
THAT THE COMPANY SHALL BE ENTITLED (WITHOUT THE POSTING OF BOND OR ANY OTHER
FORM OF SECURITY) TO SEEK BOTH PRELIMINARY AND PERMANENT