Common use of Consultant’s Representations Clause in Contracts

Consultant’s Representations. The Consultant makes the following representations: (a) The Consultant has no prior or existing legally binding obligations that are in conflict with her entering into this Agreement; (b) The Consultant shall not offer or make payment of any consideration to brokers, dealers, or others for purposes of inducing the purchase, making of a market or recommendation for the purchase of the Company's securities; (c) The Consultant is not currently the subject of an investigation or inquiry by the Securities and Exchange Commission, the NASD or any state securities commission; (d) The Consultant's activities and operations fully comply with now and will comply with in the future all applicable state and federal securities laws and regulations; (e) The Consultant is either properly registered as, or exempt from registration, a broker-dealer or an investment advisor; (f) The Consultant understands that, as a result of her services, she may come to possess material non-public information about the Company, and she has implemented internal control procedures designed to reasonably to insure that neither she nor any of her employees, agents, consultants or affiliates trade in the securities of the Company while in possession of material non-public information; (g) During the Term of this Agreement and for a period of five years thereafter, the Consultant shall treat as the Company's confidential trade secrets all data, information, ideas, knowledge and papers pertaining to the affairs of the Company. Without limiting the generality of the foregoing, such trade secrets shall include, without limitation: the Company's business and marketing plans; the identity of the Company's customers, suppliers and prospective customers and suppliers; the identity of the Company's marketing partners; the identity of the Company's creditors and other sources of financing; the Company's estimating and costing procedure and the cost and gross prices charged by the Company for its products; the prices or other consideration charged to or required of the Company by any of the suppliers or potential suppliers; and the Company's sales and promotional policies. The Consultant shall not reveal such trade secrets to others except in the proper exercise of her duties for the Company, or use her knowledge thereof in any way that would be detrimental to the interest of the Company unless compelled to disclose such information by judicial or administrative process. Despite the above, the divulging of information shall not be a breach of this Agreement to the extent that such information was (i) previously known by the party to which it is divulged, (ii) already in the public domain, all through no fault of the Consultant, or (iii) required to be disclosed by the Consultant pursuant to judicial or governmental order (as to which case, the Consultant shall promptly notify VTC of any request for information so that VTC can determine whether to seek a protective order as to such information). The Consultant shall also treat all information pertaining to the affairs of the Company's suppliers and customers and prospective customers and suppliers as confidential trade secrets of such customers and suppliers and prospective customers and suppliers; and (h) The Consultant agrees to notify the Company immediately if, at any time, any of the representations and warranties made by the Consultant herein are no longer true and correct or if a breach of any of the representations and warranties made by the Consultant herein occurs.

Consultant’s Representations. The Consultant makes the following representations: (a) The Consultant has no prior or existing legally binding obligations that are in conflict with her its entering into this Agreement; (b) The Consultant shall not offer or make payment of any consideration to brokers, dealers, or others for purposes of inducing the purchase, making of a market or recommendation for the purchase of the Company's securities; (c) The Consultant is not currently the subject of an investigation or inquiry by the Securities and Exchange Commission, the NASD NASD, or any state securities commission; (d) The Consultant's Consultants activities and operations fully comply with now and will comply with in the future all applicable state and federal securities laws and regulations; (e) The Consultant is either properly registered as, or exempt from registration, a broker-dealer or an investment advisor; (f) The Consultant understands that, as a result of her its services, she it may come to possess material non-public information about the Company, and she that it has implemented internal control procedures designed to reasonably to insure that neither she nor any none of her its employees, agents, consultants or affiliates affiliates, trade in the securities of the Company client companies while in possession of material non-public information; (g) During the Term of this Agreement and for a period of five two years thereafter, the Consultant shall treat as the Company's confidential trade secrets all data, information, ideas, knowledge and papers pertaining to the affairs of the Company. Without limiting the generality of the foregoing, foregoing such trade secrets shall include, without limitation: the Company's business and marketing plans; the identity of the Company's customers, suppliers and prospective customers and suppliers; the identity of the Company's marketing partners; the identity of the Company's creditors and other sources of financing; , the Company's estimating and costing procedure and the cost and gross prices charged by the Company for its products; the prices or other consideration charged to or required of the Company by any of the suppliers or potential suppliers; and the Company's sales and promotional policies; and all information relating to entertainment programs or properties being produced or otherwise developed by the Company. The Consultant shall not reveal such said trade secrets to others except in the proper exercise of her its duties for the Company, or use her their knowledge thereof in any way that would be detrimental to the interest of the Company unless compelled to disclose such information by judicial or administrative process. Despite the above; provided, however, that the divulging of information shall not be a breach of this Agreement to the extent that such information was (i) previously known by the party to which it is divulged, (ii) already in the public domain, all through no fault of the Consultant, or (iii) required to be disclosed by the Consultant pursuant to judicial or governmental order (as to which case, the Consultant shall promptly notify VTC of any request for information so that VTC can determine whether to seek a protective order as to such information)order. The Consultant shall also treat all information pertaining to the tot he affairs of the Company's suppliers and customers and prospective customers and suppliers as confidential trade secrets of such customers and suppliers and prospective customers and suppliers; and; (h) The Consultant agrees to notify the Company immediately if, at any time, any of the representations and warranties made by the Consultant herein are no longer true and correct or if a breach of any of the representations and warranties made by the Consultant herein occurs; and (i) Consultant is an "accredited investor", as that term is defined in Rule 501(a) of regulation D promulgated under the Securities Act of 1933 (the Securities Act") and has the capacity to protect its own interests with respect to an investment in the securities issued and issueable hereunder (the "Securities"). Consultant and, as assignees of the Consultant, the trusts identified in paragraph 4 above, are acquiring, or will acquire, the Securities for investment for their own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Consultant understands that the Securities have not been registered under the Securities Act and that there is no current plan to so register the Securities. Consultant acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. Consultant further acknowledges that the certificate(s) evidencing the Securities will be imprinted with a standard restrictive legend prohibiting the transfer of the Securities in the absence of an opinion of counsel or an exemption from the registration and prospectus delivery requirements of the Securities Act and that a stop transfer notation will be made on VTC's stock transfer records.

Consultant’s Representations. The Consultant makes the following representations: (a) The Consultant has no prior or existing legally binding obligations that are in conflict with her its entering into this Agreement; (b) The Consultant shall not offer or make payment of any consideration to brokers, dealers, or others for purposes of inducing the purchase, making of a market or recommendation for the purchase of the Company's securities; (c) The Consultant is not currently the subject of an investigation or inquiry by the Securities and Exchange Commission, the NASD NASD, or any state securities commission; (d) The Consultant's Consultants activities and operations fully comply with now and will comply with in the future all applicable state and federal securities laws and regulations; (e) The Consultant is either properly registered as, or exempt from registration, a broker-dealer or an investment advisor; (f) The Consultant understands that, as a result of her its services, she it may come to possess material non-public information about the Company, and she that it has implemented internal control procedures designed to reasonably to insure that neither she nor any it is none of her its employees, agents, consultants or affiliates affiliates, trade in the securities of the Company client companies while in possession of material non-public information; (g) During the Term of this Agreement and for a period of five two years thereafter, the Consultant shall treat as the Company's confidential trade secrets all data, information, ideas, knowledge and papers pertaining to the affairs of the Company. Without limiting the generality of the foregoing, foregoing such trade secrets shall include, without limitation: the Company's business and marketing plans; the identity of the Company's customers, suppliers and prospective customers and suppliers; the identity of the Company's marketing partners; the identity of the Company's creditors and other sources of financing; , the Company's estimating and costing procedure and the cost and gross prices charged by the Company for its products; the prices or other consideration charged to or required of the Company by any of the suppliers or potential suppliers; and the Company's sales and promotional policies; and all information relating to entertainment programs or properties being produced or otherwise developed by the Company. The Consultant shall not reveal such said trade secrets to others except in the proper exercise of her its duties for the Company, or use her their knowledge thereof in any way that would be detrimental to the interest of the Company unless compelled to disclose such information by judicial or administrative process. Despite the above; provided, however, that the divulging of information shall not be a breach of this Agreement to the extent that such information was (i) previously known by the party to which it is divulged, (ii) already in the public domain, all through no fault of the Consultant, or (iii) required to be disclosed by the Consultant pursuant to judicial or governmental order (as to which case, the Consultant shall promptly notify VTC of any request for information so that VTC can determine whether to seek a protective order as to such information)order. The Consultant shall also treat all information pertaining to the tot he affairs of the Company's suppliers and customers and prospective customers and suppliers as confidential trade secrets of such customers and suppliers and prospective customers and suppliers; and (h) The Consultant agrees to notify the Company immediately if, at any time, any of the representations and warranties made by the Consultant herein are no longer true and correct or if a breach of any of the representations and warranties made by the Consultant herein occurs.

Consultant’s Representations. The Consultant makes the following representations: (a) The Consultant has no prior or existing legally binding obligations that are in conflict with her its entering into this Agreement;; 3 (b) The Consultant shall not offer or make payment of any consideration to brokers, dealers, or others for purposes of inducing the purchase, making of a market or recommendation for the purchase of the Company's securities; (c) The Consultant is not currently the subject of an investigation or inquiry by the Securities and Exchange Commission, the NASD NASD, or any state securities commission; (d) The Consultant's activities and operations fully comply with now and will comply with in the future all applicable state and federal securities laws and regulations; (e) The Consultant is either properly registered as, or exempt from registration, as a broker-dealer or an investment advisor; (f) The Consultant understands that, as a result of her its services, she it may come to possess material non-public information about the Company, and she that it has implemented internal control procedures designed to reasonably to insure that neither she nor any none of her its employees, agents, consultants or affiliates affiliates, trade in the securities of the Company client companies while in possession of material non-public information; (g) During the Term of this Agreement and for a period of five two years thereafter, the Consultant shall treat as the Company's confidential trade secrets all data, information, ideas, knowledge and papers pertaining to the affairs of the Company. Without limiting the generality of the foregoing, foregoing such trade secrets shall include, without limitation: the Company's business and marketing plans; the identity of the Company's customers, suppliers and prospective customers and suppliers; the identity of the Company's marketing partners; the identity of the Company's creditors and other sources of financing; , the Company's estimating and costing procedure and the cost and gross prices charged by the Company for its products; the prices or other consideration charged to or required of the Company by any of the suppliers or potential suppliers; and the Company's sales and promotional policies; and all information relating to entertainment programs or properties being produced or otherwise developed by the Company. The Consultant shall not reveal such said trade secrets to others except in the proper exercise of her its duties for the Company, or use her their knowledge thereof in any way that would be detrimental to the interest of the Company unless compelled to disclose such information by judicial or administrative process. Despite the above; provided, however, that the divulging of information shall not be a breach of this Agreement to the extent that such information was (i) previously known by the party to which it is divulged, (ii) already in the public domain, all through no fault of the Consultant, or (iii) required to be disclosed by the Consultant pursuant to judicial or governmental order (as to which case, the Consultant shall promptly notify VTC of any request for information so that VTC can determine whether to seek a protective order as to such information)order. The Consultant shall also treat all information pertaining to the affairs of the Company's suppliers and customers and prospective customers and suppliers as confidential trade secrets of such customers and suppliers and prospective customers and suppliers; and (h) The Consultant agrees to notify the Company immediately if, at any time, any of the representations and warranties made by the Consultant herein are no longer true and correct or if a breach of any of the representations and warranties made by the Consultant herein occurs.

Consultant’s Representations. The Consultant makes the following representations: (a) The Consultant has no prior or existing legally binding obligations that are in conflict with her its entering into this Agreement; (b) The Consultant shall not offer or make payment of any consideration to brokers, dealers, or others for purposes of inducing the purchase, making of a market or recommendation for the purchase of the Company's securities; (c) The Consultant is not currently the subject of an investigation or inquiry by the Securities and Exchange Commission, the NASD NASD, or any state securities commission; (d) The Consultant's activities and operations fully comply with now and will comply with in the future all applicable state and federal securities laws and regulations; (e) The Consultant is either properly registered as, or exempt from registration, a broker-dealer or an investment advisor; (f) The Consultant understands that, as a result of her its services, she it may come to possess material non-public information about the Company, and she that it has implemented internal control procedures designed to reasonably to insure that neither she nor any none of her its employees, agents, consultants or affiliates affiliates, trade in the securities of the Company client companies while in possession of material non-public information; (gf) During the Term of this Agreement and for a period of five years thereafter, the The Consultant at all times shall treat as the Company's confidential trade secrets all data, information, ideas, knowledge and papers pertaining to the affairs of the Company. Without limiting the generality of the foregoing, foregoing such trade secrets shall include, without limitation: the Company's business and marketing plans; the identity of the Company's customers, suppliers and prospective customers and suppliers; the identity of the Company's marketing partners; the identity of the Company's creditors and other sources of financing; , the Company's estimating and costing procedure and the cost and gross prices charged by the Company for its products; the prices or other consideration charged to or required of the Company by any of the suppliers or potential suppliers; and the Company's sales and promotional policies; and all information relating to entertainment programs or properties being produced or otherwise developed by the Company. The Consultant shall not reveal such said trade secrets to others except in the proper exercise of her its duties for the Company, or use her their knowledge thereof in any way that would be detrimental to the interest of the Company unless compelled to disclose such information by judicial or administrative process. Despite the above; provided, however, that the divulging of information shall not be a breach of this Agreement to the extent that such information was (i) previously known by the party to which it is divulged, (ii) already in the public domain, all through no fault of the Consultant, or (iii) required to be disclosed by the Consultant pursuant to judicial or governmental order (as to which case, the Consultant shall promptly notify VTC of any request for information so that VTC can determine whether to seek a protective order as to such information)order. The Consultant shall also treat all information pertaining to the affairs of the Company's suppliers and customers and prospective customers and suppliers as confidential trade secrets of such customers and suppliers and prospective customers and suppliers; and (hg) The Consultant agrees to notify the Company immediately if, at any time, any of the representations and warranties made by the Consultant herein are no longer true and correct or if a breach of any of the representations and warranties made by the Consultant herein occurs.

Consultant’s Representations. The Consultant makes the following representations: (a) The Consultant has no prior or existing legally binding obligations that are in conflict with her its entering into this Agreement; (b) The Consultant shall not offer or make payment of any consideration to brokers, dealers, or others for purposes of inducing the purchase, making of a market or recommendation for the purchase of the Company's securities; (c) The Consultant is not currently the subject of an investigation or inquiry by the Securities and Exchange Commission, the NASD NASD, or any state securities commission; (d) The Consultant's activities and operations fully comply with now and will comply with in the future all applicable state and federal securities laws and regulations; (e) The Consultant is either properly registered as, or exempt from registration, as a broker-dealer or an investment advisor; (f) The Consultant understands that, as a result of her its services, she it may come to possess material non-public information about the Company, and she that it has implemented internal control procedures designed to reasonably to insure that neither she nor any none of her its employees, agents, consultants or affiliates affiliates, trade in the securities of the Company client companies while in possession of material non-public information; (g) During the Term of this Agreement and for a period of five two years thereafter, the Consultant shall treat as the Company's confidential trade secrets all data, information, ideas, knowledge and papers pertaining to the affairs of the Company. Without limiting the generality of the foregoing, foregoing such trade secrets shall include, without limitation: the Company's business and marketing plans; the identity of the Company's customers, suppliers and prospective customers and suppliers; the identity of the Company's marketing partners; the identity of the Company's creditors and other sources of financing; , the Company's estimating and costing procedure and the cost and gross prices charged by the Company for its products; the prices or other consideration charged to or required of the Company by any of the suppliers or potential suppliers; and the Company's sales and promotional policies; and all information relating to entertainment programs or properties being produced or otherwise developed by the Company. The Consultant shall not reveal such said trade secrets to others except in the proper exercise of her its duties for the Company, or use her their knowledge thereof in any way that would be detrimental to the interest of the Company unless compelled to disclose such information by judicial or administrative process. Despite the above; provided, however, that the divulging of information shall not be a breach of this Agreement to the extent that such information was (i) previously known by the party to which it is divulged, (ii) already in the public domain, all through no fault of the Consultant, or (iii) required to be disclosed by the Consultant pursuant to judicial or governmental order (as to which case, the Consultant shall promptly notify VTC of any request for information so that VTC can determine whether to seek a protective order as to such information)order. The Consultant shall also treat all information pertaining to the affairs of the Company's suppliers and customers and prospective customers and suppliers as confidential trade secrets of such customers and suppliers and prospective customers and suppliers; and (h) The Consultant agrees to notify the Company immediately if, at any time, any of the representations and warranties made by the Consultant herein are no longer true and correct or if a breach of any of the representations and warranties made by the Consultant herein occurs.

Consultant’s Representations. The Consultant makes the following representations: (a) The Consultant has no prior or existing legally binding obligations that are in conflict with her his entering into this Agreement; (b) The Consultant shall not offer or make payment of any consideration to brokers, dealers, or others for purposes of inducing the purchase, making of a market or recommendation for the purchase of the Company's securities; (c) The Consultant is currently a shareholder of VTC; (d) The Consultant is not currently the subject of an investigation or inquiry by the Securities and Exchange Commission, the NASD or any state securities commission; (de) The Consultant's activities and operations fully comply with now and will comply with in the future all applicable state and federal securities laws and regulations; (e) The Consultant is either properly registered as, or exempt from registration, a broker-dealer or an investment advisor; (f) The Consultant understands that, as a result of her his services, she he may come to possess material non-public information about the Company, and she he has implemented internal control procedures designed to reasonably to insure that neither she he nor any of her his employees, agents, consultants or affiliates trade in the securities of the Company while in possession of material non-public information; (g) During the Term term of this Agreement and for a period of five years thereafter, the Consultant shall treat as the Company's confidential trade secrets all data, information, ideas, knowledge and papers pertaining to the affairs of the Company. Without limiting the generality of the foregoing, such trade secrets shall include, without limitation: the Company's business business, marketing and marketing acquisition plans; the identity of the Company's customers, suppliers and suppliers, prospective customers and supplierssuppliers and acquisition candidates; the identity of the Company's marketing partners; the identity of the Company's creditors and other sources of financing; the Company's estimating and costing procedure and the cost and gross prices charged by the Company for its products; the prices or other consideration charged to or required of the Company by any of the suppliers or potential suppliers; and the Company's sales and promotional policies. The Consultant shall not reveal such trade secrets to others except in the proper exercise of her his duties for the Company, or use her his knowledge thereof in any way that would be detrimental to the interest of the Company unless compelled to disclose such information by judicial or administrative process. Despite the above, the divulging of information shall not be a breach of this Agreement to the extent that such information was (i) previously known by the party to which it is divulged, (ii) already in the public domain, all through no fault of the Consultant, Consultant or (iii) required to be disclosed by the Consultant pursuant to judicial or governmental order (as to which case, the Consultant shall promptly notify VTC of any request for information so that VTC can determine whether to seek a protective order as to such information). The Consultant shall also treat all information pertaining to the affairs of the Company's suppliers and customers and prospective customers and suppliers as confidential trade secrets of such customers and suppliers and prospective customers and suppliers; and (h) The Consultant agrees to notify the Company immediately if, at any time, any of the representations and warranties made by the Consultant herein are no longer true and correct or if a breach of any of the representations and warranties made by the Consultant herein occurs.