THE TERM OR AT ANY TIME THEREAFTER, EXCEPT
AS REQUIRED IN THE COURSE OF SERVICES UNDER THIS AGREEMENT.
ALL FILES, RECORDS,
DOCUMENTS, DRAWINGS, SPECIFICATIONS, INFORMATION, DATA, CUSTOMER LISTS, CUSTOMER
INFORMATION, DEALER AND SUPPLIER LISTS, DEALER AND SUPPLIER INFORMATION,
COMPILATIONS OF INFORMATION, AND SIMILAR ITEMS RELATING TO THE BUSINESS OF THE
COMPANY AND ITS
3
AFFILIATES, WHETHER PREPARED BY CONSULTANT OR OTHERWISE COMING INTO ITS
POSSESSION, SHALL REMAIN THE EXCLUSIVE PROPERTY OF THE COMPANY AND SHALL NOT BE
DISSEMINATED, COMMUNICATED OR OTHERWISE REMOVED FROM THE PREMISES OF THE COMPANY
UNDER ANY CIRCUMSTANCES, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, AND
IN ANY EVENT SHALL BE PROMPTLY DELIVERED TO THE COMPANY UPON TERMINATION OF THE
TERM OR AT ANY TIME THE COMPANY MAY REQUEST.
IT IS UNDERSTOOD AND AGREED TO BY
THE PARTIES THAT ALL CUSTOMER, DEALER AND SUPPLIER LISTS (AMONG OTHER ITEMS) ARE
DEEMED TO BE TRADE SECRETS AND SHALL REMAIN THE EXCLUSIVE PROPERTY OF THE
COMPANY AND ITS AFFILIATES.
CONSULTANT AGREES THAT EACH OF THE NONDISCLOSURE
AGREEMENTS SET FORTH HEREIN ARE REASONABLE, SUPPORTED BY GOOD AND VALUABLE
CONSIDERATION AND THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
THE EXISTENCE OF ANY CLAIM OR CAUSE OF ACTION OF THE CONSULTANT AGAINST THE
COMPANY, WHETHER OR NOT PREDICATED ON THIS AGREEMENT, SHALL NOT CONSTITUTE A
DEFENSE TO THE ENFORCEMENT BY THE COMPANY OF THE COVENANTS AND AGREEMENTS OF THE
CONSULTANT CONTAINED IN THIS SECTION.
5.
CONSULTANT'S REPRESENTATIONS.
CONSULTANT HEREBY REPRESENTS AND WARRANTS TO THE COMPANY THAT:
(A) THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY CONSULTANT SHALL NOT
CONFLICT WITH, BREACH, VIOLATE OR CAUSE A DEFAULT UNDER ANY CONTRACT, AGREEMENT,
INSTRUMENT, ORDER, JUDGMENT OR DECREE TO WHICH CONSULTANT IS A PARTY OR BY WHICH
IT IS BOUND; (B) CONSULTANT IS NOT A PARTY TO OR BOUND BY ANY EMPLOYMENT
AGREEMENT, NONCOMPETE AGREEMENT OR CONFIDENTIALITY AGREEMENT WITH ANY OTHER
PERSON OR ENTITY INVOLVED IN OR RELATED TO THE BUSINESS OF THE COMPANY OR ANY OF
ITS AFFILIATES; (C) CONSULTANT SHALL NOT USE ANY CONFIDENTIAL INFORMATION OR
TRADE SECRETS OF ANY THIRD PARTY IN CONNECTION WITH THE PERFORMANCE OF ITS
DUTIES HEREUNDER; AND (D) THIS AGREEMENT CONSTITUTES THE VALID AND BINDING
OBLIGATION OF CONSULTANT, ENFORCEABLE AGAINST CONSULTANT IN ACCORDANCE WITH ITS
TERMS.
CONSULTANT HEREBY ACKNOWLEDGES AND REPRESENTS THAT SHE HAS CONSULTED
WITH INDEPENDENT LEGAL COUNSEL REGARDING CONSULTANT'S RIGHTS AND OBLIGATIONS
UNDER THIS AGREEMENT AND THAT SHE FULLY UNDERSTANDS THE TERMS AND CONDITIONS
CONTAINED HEREIN.
6.
INDEMNIFICATION.
CONSULTANT HEREBY
AGREES TO INDEMNIFY AND HOLD HARMLESS THE COMPANY AND ITS CURRENT AND FORMER
PARENT, SUBSIDIARY AND AFFILIATED ENTITIES, THEIR SUCCESSORS AND ASSIGNS, AND
THE CURRENT AND FORMER OWNERS, SHAREHOLDERS, MEMBERS, MANAGERS, PARTNERS,
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, REPRESENTATIVES AND INSURERS
(COLLECTIVELY, THE "COMPANY PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS,
ACTIONS LIABILITIES, LOSSES, DAMAGES AND EXPENSES, INCLUDING REASONABLE
ATTORNEYS' FEES AND SUCH FEES ON APPEAL, INCURRED BY ANY OF THEM IN
INVESTIGATING AND/OR DEFENDING AGAINST ANY CLAIMS, ACTIONS OR LIABILITIES
ARISING OUT OF OR IN CONNECTION WITH:
(A) SERVICES RENDERED PURSUANT