8. TERMINATION OBLIGATIONS
Consultant hereby acknowledges and agrees that all property, including, without limitation, all books,
manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies
thereof, Proprietary Information, and equipment furnished to or prepared by Consultant or its Agents in
the course of or incident to its rendering of services to the Company, including, without limitation, records
and any other materials pertaining to Invention Ideas belong to the Company and shall be promptly
returned to the Company upon termination of the Consulting Period. Following termination, neither
Consultant nor any of its Agents will retain any written or other tangible material containing any
Proprietary Information.
The representations and warranties contained herein and Consultant’s obligations under Sections 2, 3,
and 4 shall survive termination of the Consulting Period and the expiration of this Agreement.
9. ASSIGNMENT; SUCCESSORS AND ASSIGNS
Consultant agrees that it will not assign, sell, transfer, delegate or otherwise dispose of, whether
voluntarily or involuntarily, or by operation of law, any rights or obligations under this Agreement, nor shall
Consul
tant’s rights be subject to encumbrance or the claims of creditors. Any purported assignment,
transfer, or delegation shall be null and void. Nothing in this Agreement shall prevent the consolidation of
the Company with, or its merger into, any other corporation, or the sale by the Company of all or
substantially all of its properties or assets, or the assignment by the Company of this Agreement and the
performance of its obligations hereunder to any successor in interest or any Affiliated Company. Subject
to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and
their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any
person or entity other than those enumerated above.
10. PLACE OF WORK
Consultant's services will be rendered largely at [ADDRESS], but Consultant will, on request, come to
Company's address of [ADDRESS], or such other places designated by Company to meet with
representatives of Company.
11. TIME DEVOTED TO WORK
In the performance of the services, the aforesaid services and the hours Consultant is to work on any
given day will be entirely within Consultant's control and Company will rely upon Consultant to put in such
number of hours as is reasonably necessary to fulfill the spirit and purpose of this contract. This
arrangement will probably take about days of work per week although there undoubtedly will be some
weeks during which Consultant may not perform any services at all or, on the other hand, may work
practically the full week.
12. CONFIDENTIAL INFORMATION
Each party hereto (“Such Party”) shall hold in trust for the other party hereto (“Such Other Party”), and
shall not disclose to any non-party to the Agreement, any confidential information of such Other Party.
Confidential information is information which relates to Such Other Party’s research, development, trade
secrets or business affairs, but does not include information which is generally known or easily
ascertainable by non-parties of ordinary skill in computer systems design and programming.