Consultant and Company each understand and agree that the other party and its affiliates (collectively, the “Affiliates”) possess Proprietary Information (as defined below) that is important to their respective businesses, and that this Agreement creates a relationship of confidence and trust between Consultant and the Company with regard to the Proprietary Information. For purposes of this Agreement, “Proprietary Information” means all information concerning or related to the business, operations, assets, liabilities, financial condition, or prospects of an Affiliate or a party, including, without limitation: (i) all information regarding the members, managers, officers, directors, employees, equity holders, and customers, in each case whether past, present, or prospective; (ii) all software, inventions, discoveries, trade secrets, processes, techniques, methods, formulae, ideas and know-how; (iii) all financial statements, audit reports, budgets and business plans or forecasts; (iv) the terms of and engagement of Consultant pursuant to this Agreement and work produced by Consultant pursuant to this Agreement that the parties agree is proprietary; and (v) all analyses, compilations, forecasts, data studies, notes, translations, memoranda, or other documents or materials, prepared by or for Consultant and containing, based on, generated or derived from, in whole or in part, any Proprietary Information. At all times, both during the Term and after its termination, each party will keep in confidence and trust, and will not use or disclose, any Proprietary Information of the other party without the prior written consent of that other party. No rights, licenses, or other rights to use the Proprietary Information of a disclosing party are granted by this Agreement. All Company Proprietary Information and related materials Company discloses to Consultant, and all Consultant Proprietary Information and related materials that Consultant discloses to Company shall remain the property of the disclosing party or the Affiliate of the disclosing party that created the information. A party receiving Proprietary Information from the other party shall promptly return to the disclosing party all documents and any tangible material or medium containing or representing such Proprietary Information upon request of the disclosing party and promptly after termination of this Agreement, and the receiving party shall not retain copies, extracts, or other reproductions, in whole or in part, of such info...
Consultant and Company. This Agreement may be terminated at the discretion of either party on not less than fifteen (15) days prior written notice.
Consultant and Company mutually agree to indemnify and hold the other party, its shareholders, directors, officers, employees, agents and assignees harmless against liability for any and all claims arising out of this Agreement.
Consultant and Company agree that Consultant shall not be subject to the provisions of any personnel policy or rules and regulations applicable to employees, as the Consultant shall fulfill his responsibility independent of and without supervisory control by Company.
Consultant and Company acknowledge and agree that in providing the Services the Consultant will be acting as an independent contractor. The Consultant and its employees and agents are not officers, directors or agents of the Company, and will not be responsible for any management decisions on behalf of the Company, and may not commit the Company to any action. The Company and the Consultant further acknowledge and agree that the Consultant does not have, through stock ownership or otherwise, the power to control the Company as “control” is defined in the Act, the Exchange Act, or as used in common usage.
Consultant and Company acknowledge and agree that (i) Consultant is entering into the Agreement and these Uniform Terms and Conditions in Consultant’s individual capacity and not as an employee or agent of UT Southwestern, (ii) UT Southwestern is not a party to the Agreement or the Uniform Terms and Conditions and has no liability or obligation under them, and (iii) UT Southwestern is an intended third-party beneficiary of the Uniform Terms and Conditions, and certain provisions of the Uniform Terms and Conditions are for UT Southwestern’s benefit and are enforceable by UT Southwestern in its own name.
Consultant and Company acknowledge and agree that Consultant is an independent contractor and not an agent or employee of Company and that Consultant has no authority to bind Company. Inasmuch as Consultant is an independent contractor under applicable current laws and regulations, Company will not withhold income, social security or other taxes from payments made under this Section 2.4. Consultant hereby agrees to be responsible for all income, social security and other taxes that may be applicable to Consultant's receipt of payments made under this Section 2.4.
Consultant and Company acknowledge that from time to time the Company may need, and the Consultant may be in a position to provide, certain transactional services such as locating a successful acquisition or merger candidate or locating and raising private placement funding. The parties agree that any such services shall be performed, and the payment for such services shall be made, on a transaction-by-transaction basis pursuant to the terms of a separate written agreement to be entered into by the parties. The parties do agree, however, that in the event the parties do enter into such a separate written agreement, such written agreement shall provide for compensation of Consultant in substantially the following manner:
Consultant and Company agree to cancel and cease any continuing obligations under the Employment Agreement, as well as any and all amendments and modifications to such agreement, all severance benefits whether provided for in such Employment Agreement or otherwise, except as otherwise provided in Section 3(b) herein.
