WITH RESPECT TO REPORTING AND DOCUMENTATION OF SUCH
EXPENSES.
3.
CONFIDENTIAL INFORMATION. CONSULTANT ACKNOWLEDGES THAT THE
INFORMATION, OBSERVATIONS AND DATA RELATING TO THE BUSINESS OF THE COMPANY AND
ITS SUBSIDIARIES WHICH CONSULTANT HAS OBTAINED AS A DIRECTOR OF THE COMPANY AND
ITS SUBSIDIARIES OR SHALL OBTAIN DURING THE COURSE OF HIS ASSOCIATION WITH THE
COMPANY AND ITS SUBSIDIARIES AND HIS PERFORMANCE UNDER THIS AGREEMENT ARE THE
PROPERTY OF THE COMPANY AND ITS SUBSIDIARIES. CONSULTANT AGREES THAT HE SHALL
NOT USE FOR HIS OWN PURPOSES OR DISCLOSE TO ANY THIRD PARTY ANY OF SUCH
INFORMATION, OBSERVATIONS OR DATA WITHOUT THE PRIOR WRITTEN CONSENT OF THE
BOARD, UNLESS AND TO THE EXTENT THAT THE AFOREMENTIONED MATTERS BECOME GENERALLY
KNOWN TO AND AVAILABLE FOR USE BY THE PUBLIC OTHER THAN AS A RESULT OF
CONSULTANT'S ACTS OR OMISSIONS. CONSULTANT SHALL DELIVER TO THE COMPANY AT THE
END OF THE CONSULTING PERIOD, OR AT ANY OTHER TIME THE COMPANY MAY REQUEST, ALL
MEMORANDA, NOTES, PLANS, RECORDS, REPORTS, COMPUTER TAPES, PRINTOUTS AND
SOFTWARE AND OTHER DOCUMENTATION (AND COPIES THEREOF) RELATING TO THE BUSINESS
OF THE COMPANY AND ITS SUBSIDIARIES WHICH CONSULTANT MAY THEN POSSESS OR HAVE
UNDER HIS CONTROL.
4.
INVENTIONS AND PATENTS. CONSULTANT ACKNOWLEDGES THAT ALL
INVENTIONS, INNOVATIONS, IMPROVEMENTS, DEVELOPMENTS, METHODS, DESIGNS, ANALYSES,
DRAWINGS, REPORTS AND ALL SIMILAR OR RELATED INFORMATION (WHETHER PATENTABLE OR
NOT) WHICH RELATE TO THE ACTUAL OR ANTICIPATED BUSINESS, RESEARCH AND
DEVELOPMENT OR EXISTING OR FUTURE PRODUCTS OR SERVICES OF THE COMPANY AND ITS
SUBSIDIARIES AND WHICH ARE CONCEIVED, DEVELOPED OR MADE BY HIM DURING THE
CONSULTING PERIOD ("WORK PRODUCT") BELONG TO THE COMPANY. CONSULTANT SHALL
PROMPTLY DISCLOSE SUCH WORK PRODUCT TO THE COMPANY AND PERFORM ALL ACTIONS
REASONABLY REQUESTED BY THE COMPANY (WHETHER DURING OR AFTER THE CONSULTING
PERIOD) TO ESTABLISH AND CONFIRM SUCH OWNERSHIP (INCLUDING, WITHOUT LIMITATION,
ASSIGNMENTS, POWERS OF ATTORNEY AND OTHER INSTRUMENTS).
5.
TAX RETURNS. CONSULTANT SHALL FILE ALL TAX RETURNS AND REPORTS
REQUIRED TO BE FILED BY HIM ON THE BASIS THAT CONSULTANT IS AN INDEPENDENT
CONTRACTOR, RATHER THAN AN EMPLOYEE, AS DEFINED IN TREASURY REGULATION
§31.3121(D)-1(C)(2). CONSULTANT SHALL BE SOLELY RESPONSIBLE FOR ALL TAXES,
INCLUDING FEDERAL, STATE AND LOCAL INCOME TAXES, FICA, FUTA OR SIMILAR TAXES
THAT MAY RESULT FROM HIS PERFORMING SERVICES TO THE COMPANY PURSUANT TO THIS
AGREEMENT.
6.
SUCCESSORS AND ASSIGNS. THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE COMPANY AND ITS AFFILIATES, SUCCESSORS AND ASSIGNS
AND SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF CONSULTANT AND HIS LEGAL
REPRESENTATIVES AND ASSIGNS; PROVIDED THAT IN NO EVENT SHALL CONSULTANT'S
OBLIGATIONS TO PERFORM FUTURE SERVICES FOR THE COMPANY BE DELEGATED OR
TRANSFERRED BY CONSULTANT WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY
(WHICH CONSENT MAY BE WITHHELD IN ITS SOLE DISCRETION). THE COMPANY MAY ASSIGN
OR TRANSFER ITS RIGHTS HEREUNDER TO ANY OF ITS AFFILIATES OR TO A SUCCESSOR
CORPORATION IN THE EVENT OF MERGER, CONSOLIDATION OR TRANSFER OR SALE OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY.
7.
MODIFICATION OR WAIVER.