TERMS OF THIS AGREEMENT AND THE PERFORMANCE
OF HIS/HER DUTIES AS A CONSULTANT OF THE COMPANY DO NOT AND WILL NOT BREACH ANY
AGREEMENT WITH ANY THIRD PARTY TO WHICH THE CONSULTANT IS A PARTY (INCLUDING
WITHOUT LIMITATION ANY NONDISCLOSURE OR NON-COMPETITION AGREEMENT), AND THAT THE
CONSULTANT WILL NOT DISCLOSE TO THE COMPANY OR INDUCE THE COMPANY TO USE ANY
CONFIDENTIAL OR PROPRIETARY INFORMATION OR MATERIAL BELONGING TO ANY PREVIOUS
EMPLOYER OR OTHERS.
7.
RETURN OF COMPANY PROPERTY.
UPON
TERMINATION OF THIS AGREEMENT OR AT ANY OTHER TIME UPON REQUEST BY THE COMPANY,
THE CONSULTANT SHALL PROMPTLY DELIVER TO THE COMPANY ALL RECORDS, FILES,
MEMORANDA, NOTES, DESIGNS, DATA, REPORTS, PRICE LISTS, CUSTOMER LISTS, DRAWINGS,
PLANS, COMPUTER PROGRAMS, SOFTWARE, SOFTWARE DOCUMENTATION, SKETCHES, LABORATORY
AND RESEARCH NOTEBOOKS AND OTHER DOCUMENTS (AND ALL COPIES OR REPRODUCTIONS OF
SUCH MATERIALS) IN HIS POSSESSION, CUSTODY OR CONTROL RELATING IN ANY WAY TO THE
BUSINESS OR PROSPECTIVE BUSINESS OF THE COMPANY.
8.
COOPERATION.
THE CONSULTANT SHALL USE
HIS BEST EFFORTS IN THE PERFORMANCE OF HIS OBLIGATIONS UNDER THIS AGREEMENT.
THE COMPANY SHALL PROVIDE SUCH ACCESS TO ITS INFORMATION AND PROPERTY AS MAY BE
REASONABLY REQUIRED IN ORDER TO PERMIT THE CONSULTANT TO PERFORM HIS OBLIGATIONS
HEREUNDER.
THE CONSULTANT SHALL COOPERATE WITH THE COMPANY'S PERSONNEL, SHALL
NOT INTERFERE WITH THE CONDUCT OF THE COMPANY'S BUSINESS AND SHALL OBSERVE ALL
RULES, REGULATIONS AND SECURITY REQUIREMENTS OF THE COMPANY CONCERNING THE
SAFETY OF PERSONS AND PROPERTY.
9.
NON-ASSIGNABILITY OF CONTRACT.
THIS
AGREEMENT IS PERSONAL TO THE CONSULTANT AND HE SHALL NOT HAVE THE RIGHT TO
ASSIGN ANY OF HIS RIGHTS OR DELEGATE ANY OF HIS DUTIES WITHOUT THE EXPRESS
WRITTEN CONSENT OF THE COMPANY; PROVIDED, THAT IN THE EVENT THAT THE CONSULTANT
ESTABLISHES A PARTNERSHIP, CORPORATION OR OTHER ENTITY, ONE PURPOSE OF WHICH IS
TO PROVIDE THE CONSULTING SERVICES, THE CONSULTANT MAY ASSIGN THIS AGREEMENT TO
SUCH PARTNERSHIP, CORPORATION OR OTHER BUSINESS ENTITY WITH THE ADVANCE WRITTEN
CONSENT OF THE COMPANY.
ANY NON-CONSENTED-TO ASSIGNMENT OR DELEGATION, WHETHER
EXPRESS OR IMPLIED OR BY OPERATION OF LAW, SHALL BE VOID AND SHALL CONSTITUTE A
BREACH AND A DEFAULT BY THE CONSULTANT.
10.
NOTICES.
ALL NOTICES REQUIRED OR PERMITTED
UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED EFFECTIVE UPON
PERSONAL DELIVERY OR UPON DEPOSIT IN THE UNITED STATES POST OFFICE, BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, ADDRESSED TO THE OTHER PARTY AT
THE ADDRESS SHOWN ABOVE, OR AT SUCH OTHER ADDRESS OR ADDRESSES AS EITHER PARTY
SHALL DESIGNATE TO THE OTHER IN ACCORDANCE WITH THIS SECTION.
11.
COMPLETE AGREEMENT.
THIS AGREEMENT CONTAINS
THE ENTIRE UNDERSTANDING BETWEEN THE PARTIES AND SUPERSEDES, REPLACES AND TAKES
PRECEDENCE OVER ANY PRIOR UNDERSTANDING OR ORAL OR WRITTEN AGREEMENT BETWEEN THE
PARTIES RESPECTING THE SUBJECT MATTER OF THIS AGREEMENT.
THERE ARE NO
REPRESENTATIONS, AGREEMENTS, ARRANGEMENTS, NOR UNDERSTANDINGS, ORAL OR WRITTEN,
BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT THAT ARE
NOT FULLY EXPRESSED HEREIN.
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12.
SEVERABILITY.
IN THE EVENT ANY PROVISION OF
THIS AGREEMENT SHALL BE HELD INVALID, THE