20. LIABILITY
Consultant warrants to Company that the material, analysis, data, programs and services to be delivered
or rendered hereunder, will be of the kind and quality designated and will be performed by qualified
personnel. Special requirements for format or standards to be followed shall be attached as an additional
Exhibit and executed by both Company and Consultant. Consultant makes no other warranties, whether
written, oral or implied, including without limitation, warranty of fitness for purpose or merchantability. In
no event shall Consultant be liable for special or consequential damages, either in contract or tort,
whether or not the possibility of such damages has been disclosed to Consultant in advance or could
have been reasonably foreseen by Consultant, and in the event this limitation of damages is held
unenforceable then the parties agree that by reason of the difficulty in foreseeing possible damages all
liability to Company shall be limited to [AMOUNT] as liquidated damages and not as a penalty.
21. NON-COMPETITION
If this Consulting Agreement with the Company terminates for any reason, the Consultant will not, for a
period of two years from the date of termination, have any business dealings whatsoever, either directly
or indirectly through associates with any customer or client of the Company or its subsidiaries or any
person or firm with whom the Consultant has made contact in connection with his consulting activities for
the Company; and the Consultant will keep in strictest confidence, both during the term of this Agreement
and subsequent to termination of this Agreement, and will not during the term of this Agreement or
thereafter disclose or divulge to any person, firm or corporation, or use directly or indirectly, for his own
benefit or the benefit of others, any information which in good faith and good conscience ought to be
treated as confidential information including, without limitation, information relating to the software
developed by the Company, information as to sources of, and arrangements for, hardware supplied to
customers or clients of the Company, submission and proposal procedures of the Company, customer or
contact lists or any other confidential information or trade secrets respecting the business or affairs of the
Company which the Consultant may acquire or develop in connection with or as a result of the
performance of his services hereunder. In the event of an actual or threatened breach by the Consultant
of the provisions of this paragraph, the Company shall be entitled to injunctive relief restraining the
Consultant from the breach or threatened breach. Nothing herein shall be construed as prohibiting the
Company from pursuing any other remedies available to the Company for such breach or threatened
breach, including the recovery of damages from the Consultant.
22. ENFORCEABLE
The provisions of this Agreement shall be enforceable notwithstanding the existence of any claim or
cause of action of the Consultant against the Company whether predicated on this Agreement or
otherwise.
23. REPRESENTATIONS AND WARRANTIES
Consultant represents and warrants (i) that Consultant has no obligations, legal or otherwise, inconsistent
with the terms of this Agreement or with Consultant's undertaking this relationship with the Company, (ii)
that the performance of the services called for by this Agreement do not and will not violate any
applicable law, rule or regulation or any proprietary or other right of any third party, (iii) that Consultant will
not use in the performance of his responsibilities under this Agreement any confidential information or
trade secrets of any other person or entity and (iv) that Consultant has not entered into or will enter into
any agreement (whether oral or written) in conflict with this Agreement.