ARE REASONABLE, SUPPORTED
BY GOOD AND VALUABLE CONSIDERATION AND THAT IT 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 4.
3
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 HE HAS CONSULTED WITH
INDEPENDENT LEGAL COUNSEL REGARDING CONSULTANT'S RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT AND THAT HE 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 TO THIS
AGREEMENT; (B) THE FAILURE OF CONSULTANT TO COMPLY WITH ANY LAWS, RULES AND/OR
REGULATIONS; (C) CONSULTANT'S ATTACHMENT TO THE PRODUCTS OF ANY TRADE NAME,
TRADEMARK OR LOG THAT IS CHALLENGED AS AN INFRINGEMENT OF THE PROPRIETARY RIGHTS
OF ANY THIRD PARTY; OR (D) THE FAILURE OF CONSULTANT TO COMPLY WITH EACH AND
EVERY TERM OF THE THIS AGREEMENT.
CONSULTANT HEREBY RELEASES ALL COMPANY
PARTIES FROM ANY DUTY, OBLIGATION OR REQUIREMENT TO MAKE ANY INDEMNITY PAYMENTS
TO CONSULTANT AND/OR ANY OF CONSULTANT'S SALES AGENTS.
CONSULTANT AGREES TO PAY
ANY AND ALL SUCH INDEMNITY PAYMENTS AND SHALL HOLD THE COMPANY PARTIES HARMLESS
FROM AND AGAINST SAME.
CONSULTANT SHALL BE RESPONSIBLE FOR PAYING ANY INDEMNITY
PAYMENTS PURSUANT TO THE LAW, INCLUDING, BUT NOT LIMITED TO, PAYMENTS PURSUANT
TO SECTION 89 B OF THE GERMAN COMMERCIAL CODE.
CONSULTANT SHALL ALSO BE
RESPONSIBLE FOR PAYING ANY AND ALL TAXES RELATING DIRECTLY OR INDIRECTLY TO THIS
AGREEMENT OR THE PERFORMANCE HEREOF.
Consultant shall give written notice to the Company within ten (10) days