HEREOF OR WHOSE
ELECTION AS A MEMBER OF THE BOARD OF DIRECTORS OF IWEST WAS PREVIOUSLY SO
APPROVED.
2.3
CESSATION OF RIGHTS AND OBLIGATIONS: SURVIVAL OF CERTAIN
PROVISIONS.
ON THE DATE OF EXPIRATION OR TERMINATION OF THE ENGAGEMENT TERM FOR
ANY REASON, ALL OF THE RESPECTIVE RIGHTS, DUTIES, OBLIGATIONS AND COVENANTS OF
THE PARTIES HERETO, AS SET FORTH HEREIN, SHALL, EXCEPT AS SPECIFICALLY PROVIDED
HEREIN TO THE CONTRARY, CEASE AND BECOME OF NO FURTHER FORCE OR EFFECT AS OF THE
DATE OF SAID TERMINATION, AND SHALL ONLY SURVIVE AS EXPRESSLY PROVIDED FOR
HEREIN.
ARTICLE III
3.1
NO COMPENSATION.
DURING THE ENGAGEMENT TERM, IWEST SHALL NOT PAY
TO CONSULTANT, AND CONSULTANT SHALL NOT BE ENTITLED TO RECEIVE, ANY SALARY OR
OTHER COMPENSATION FOR HIS SERVICES PROVIDED UNDER THIS AGREEMENT.
3.2
REIMBURSEMENT OF EXPENSES.
IWEST SHALL REIMBURSE CONSULTANT FOR
ALL ORDINARY AND NECESSARY OUT-OF-POCKET BUSINESS EXPENSES INCURRED BY HIM AND
IN CONNECTION WITH PERFORMING CONSULTING SERVICES AT THE REQUEST OF IWEST OR
IWEST'S BOARD HEREUNDER, IN THE MANNER AND TIME CONSISTENT WITH IWEST'S POLICY
GOVERNING REIMBURSEMENT OF EXPENSES INCURRED BY EMPLOYEES.
ARTICLE IV
4.1
ASSIGNMENT.
THIS AGREEMENT OR ANY RIGHT OR INTEREST HEREUNDER MAY
NOT BE ASSIGNED BY EITHER PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY HERETO.
CONSULTANT SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF IWEST,
EMPLOY, CONTRACT WITH OR USE THE SERVICES OF ANY THIRD PARTY IN CONNECTION WITH
THE PERFORMANCE OF ANY OF THE SERVICES TO BE RENDERED UNDER THIS AGREEMENT, OR
OTHERWISE DESIGNATE THE RESPONSIBILITY OF PERFORMANCE OF ANY SERVICES TO BE
RENDERED UNDER THIS AGREEMENT TO ANY THIRD PARTY.
ANY ATTEMPTED ASSIGNMENT,
DESIGNATION, EMPLOYMENT OR USE IN VIOLATION OF THIS SECTION 4.1 SHALL BE VOID
AND OF NO FORCE OR EFFECT.
4.2
NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
CONSULTANT HEREBY
ACKNOWLEDGES AND AGREES THAT AS A RESULT OF HIS ENGAGEMENT HEREUNDER HE MAY
ACQUIRE AND USE INFORMATION OF A SPECIAL AND UNIQUE NATURE AND VALUE
SPECIFICALLY RELATING TO IWEST THAT IS NOT GENERALLY KNOWN TO THE PUBLIC SUCH AS
FINANCIAL OR OPERATING INFORMATION, BUSINESS OR STRATEGIC PLANS IDENTIFIED AS
SUCH, PROPERTY ACQUISITION MEMORANDUMS OR APPRAISALS, ENTITY VALUATION OR
MODELS, AND EMPLOYEE RECORDS (ALL SUCH INFORMATION BEING HEREINAFTER REFERRED TO
AS "CONFIDENTIAL INFORMATION"); PROVIDED, HOWEVER, THAT ANY INFORMATION
CONCERNING TENANTS OR PROSPECTIVE TENANTS OF, INVESTORS OR POTENTIAL INVESTORS,
OR MEMBERS OF ANY BROKER-DEALER GROUP OR POTENTIAL BROKER-DEALER GROUP TO, OR
OF, IWEST SHALL NOT CONSTITUTE "CONFIDENTIAL INFORMATION" UNLESS IWEST IS
SUBJECT TO A CONFIDENTIALITY AGREEMENT CONCERNING SUCH INFORMATION.
CONSULTANT
FURTHER ACKNOWLEDGES AND AGREES THAT THE CONFIDENTIAL INFORMATION IS OF GREAT
VALUE TO IWEST
4
AND THAT THE RESTRICTIONS AND AGREEMENTS CONTAINED IN THIS AGREEMENT ARE
REASONABLY NECESSARY TO PROTECT THE CONFIDENTIAL INFORMATION AND THE GOODWILL OF
IWEST AND ITS SUBSIDIARIES.
ACCORDINGLY, CONSULTANT HEREBY COVENANTS AND AGREES
THAT:
(A)
DURING THE ENGAGEMENT TERM OR AT ANY TIME THEREAFTER, EXCEPT TO
THE EXTENT AUTHORIZED BY IWEST OR ITS AFFILIATES, CONSULTANT WILL NOT, DIRECTLY
OR INDIRECTLY, DIVULGE TO ANY PERSON, FIRM, CORPORATION, LIMITED LIABILITY,
COMPANY OR OTHER ORGANIZATION, OTHER