|
<br />affiliates, or subsidiaries, (iii) any other confidential or secret aspect of the business, products,
<br />services, or activities of the Corporation, its affiliates, or subsidiaries.
<br />
<br />7. Indemnification : CONSULTANT's services shall be performed with the usual thoroughness and
<br />competence of the consulting profession, in accordance with the standard for professional services at
<br />the time such services are rendered. No other warranty or representation, either expressed or
<br />implied, is included or intended hereunder.
<br />
<br />8. Disclosure of Information: All records, materials, and information obtained by the CONSULTANT
<br />during the term of this Agreement are confidential and shall remain the exclusive property of the
<br />Corporation. During and after the term of this Agreement, the CONSULTANT shall at no time
<br />duplicate, distribute, nor use the contents of such records, materials, or information for any purpose
<br />whatsoever other than in connection with the Corporation business and operations and as required
<br />for CONSULTANT's performance of services, nor shall the CONSULTANT divulge the same. This
<br />provision shall not apply to any information which is now, or subsequently becomes, in the public
<br />domain, provided that the CONSULTANT has not, during or after the term of this Agreement violated
<br />this provision, disclosed or cause to have disclosed such information as to make it public or within the
<br />public domain.
<br />
<br />9. Ownership of Materials: The materials prepared by the CONSULTANT have been specially
<br />ordered and commissioned by the Corporation and shall be considered "works made for hire," as that
<br />term is used in the Copyright Act of 1976, as from time to time amended. The parties hereto intend
<br />that the Corporation shall be the sole and exclusive owner of each and every right, title, and interest
<br />in and to the materials. To the extent that all rights, title, and interest in and to any of the materials
<br />does not vest in the Corporation in any jurisdiction by virtue of the status of such materials as "works
<br />made for hire," the CONSULTANT hereby assigns and transfers exclusively to the Corporation all of
<br />its rights, title, and interest in and to such materials throughout the world, including all rights of
<br />copyright therein, the right to obtain all copyrights and renewals of copyright in the Corporation' name
<br />without limitations, and the right to grant licenses for the use of the materials. As sole and exclusive
<br />owner of all rights, title, and interest in and to the materials, the Corporation shall have the right to use
<br />them in any manner, regardless of whether or not this Agreement has terminated, and regardless of
<br />whether or not the CONSULTANT continues to serve under the terms of this Agreement.
<br />CONSULTANT agrees to cooperate fully with the Corporation and the Corporation rights in the
<br />materials. Without limiting the foregoing, the CONSULTANT agrees to execute, deliver, file, and
<br />record at the Corporation expense such documents as reasonably may be required by the
<br />Corporation in order to protect the Corporation rights.
<br />
<br />10. Survival of Provisions: CONSULTANT acknowledges and agrees that the covenants and
<br />agreements of the parties contained in Sections 7,9, and 10 shall survive the termination of this
<br />Agreement.
<br />
<br />11. Termination:
<br />
<br />a. Term - The term of this Agreement shall be as set forth in Paragraph 2 above, or until
<br />terminated, as provided in this Paragraph 11.
<br />
<br />b. By the Corporation - Upon completion of services by the CONSULTANT.
<br />
<br />c. By the Corporation Without Cause - the Corporation may terminate this Agreement with
<br />one month's notice.
<br />
<br />d. By the Corporation For Cause - the Corporation may terminate this Agreement:
<br />
<br />i. If the CONSULTANT neglects, or fails to observe or perform any of his/her
<br />obligations under this Agreement; or
<br />
<br />ii. If a judgment or decree is entered against the CONSULTANT approving a
<br />petition for an arrangement, liquidation, dissolution or similar relief relating to
<br />bankruptcy or insolvency and such judgment or decree remains unvacated for
<br />thirty (30) days; or
<br />
<br />~
<br />
|