Share. Such accounting firm shall not disclose to the Consultant any information other than the
verification of the accuracy of the payments of the Profit Share hereunder.
5.
PROPRIETARY INFORMATION
The Consultant acknowledges that during its employment by the Company it will or may be given access
to information, including, without limitation, source code, object code, algorithms, programs, computer
routines, documentation, flow charts, diagrams, internal specifications, data, data bases, marketing
plans and all work product developed or under development by the Consultant or the Company during
the Term, which are confidential and proprietary to the Company (collectively, "Proprietary
Information"). The Consultant agrees to use reasonable care to safeguard the Proprietary Information
and to prevent the unauthorized use or disclosure thereof by it or any of the Consultant's Personnel.
6.
NON-DISCLOSURE
Either during or after the Term, the Consultant will not disclose to anyone outside of the Company nor
use in other than the Company's business and on the Company's behalf, except with the prior written
permission of the Company, any invention, trade secret, work of authorship, Proprietary Information or
proprietary thing that relates in any manner to the Product or any of the Company's actual or
anticipated business, research, development product, device or activity or that is received in confidence
by or for the Company from any other person. The Consultant shall disclose or give access to Proprietary
Information only to partners, principals, agents, contractors or employees of the Consultant
("Consultant Personnel") having a need-to-know in connection with the performance of the Services
hereunder, and only for use in connection therewith, and only with the prior written consent of the
Company. The Consultant will advise all Consultant Personnel having access to Proprietary Information
of the confidential and proprietary nature thereof and shall require all Consultant Personnel to execute
an agreement in the form of Schedule B attached hereto prior to gaining access to the Proprietary
Information. The Consultant agrees promptly to furnish to the Company an original execution copy of
each such agreement signed by all Consultant Personnel.
7.
REPRODUCTION OF NOTICES
Any copies or reproductions of the Proprietary Information shall bear the patent, copyright, trademark
or proprietary notices contained in the original.
8.
RETURN OF PROPRIETARY INFORMATION
Upon termination of this Agreement, the Consultant shall return to the Company any and all Proprietary
Information (including any copies or reproductions thereof) in its possession or control and shall cease
using any of such Proprietary Information.
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