4. Independent Contractor.
The Parties understand and agree that Consultant is an independent contractor and not an agent or employee of the Company. Consultant has no authority to obligate the Company by contract or otherwise. Consultant will not be eligible for any employee benefits, nor will the Company make deductions from Consultant’s fees for taxes or insurance (except as otherwise required by applicable law or regulation). Any payroll and employment taxes, insurance, and benefits imposed on Consultant due to activities performed hereunder will be the sole responsibility of Consultant.
5. Recognition of Company’s Rights; Nondisclosure.
Consultant recognizes that the Company is engaged in a continuous program of research and development respecting its present and future business activities. Consultant agrees as follows:
5.1 At all times during the term of Consultant’s association with the Company and thereafter, Consultant will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company’s Proprietary Information (defined below), except to the extent such disclosure, use or publication may be required in direct connection with Consultant’s performing requested Services for the Company or is expressly authorized in writing by an officer of the Company. It is understood that the Proprietary Information will remain the sole property of the Company. Consultant further agrees to take all reasonable precautions to prevent any unauthorized disclosure of the Proprietary Information.
5.2 The term “Proprietary Information” shall mean any and all trade secrets, confidential knowledge, know-how, data or other proprietary information or materials of the Company. By way of illustration but not limitation, Proprietary Information includes: (i) inventions, ideas, samples, prototypes, devices, hardware, software, materials, electronic components, and procedures for producing any such items, as well as data, know-how, improvements, inventions, discoveries, developments, designs, methods, concepts, machines, contributions, and techniques, whether or not patentable; (ii) information regarding plans for research, development, new products, marketing and selling activities, business models, budgets and unpublished financial statements, licenses, expenses, prices, costs, suppliers and customers; (iii) information regarding the skills and compensation of employees or other consultants of the Company; and (iv) physical or chemical or biological materials (such as, but not limited to, chemical structures, methods of synthesis and analysis, reagents, gene sequences, nucleic acids, cell lines, samples, media, antibodies, compounds, c-DNAs, antisense nucleotides, proteins and vectors) and techniques for their handling and use; provided, however, that the term Proprietary Information shall not include (i) information which at the time of disclosure by the Company to Consultant is in the public domain; (ii) information which Consultant can demonstrate by written evidence was in Consultant’s possession on a confidential basis prior to disclosure by the Company to Consultant (before or after the date of this Agreement); (iii) information which subsequent to disclosure by the Company to Consultant becomes part of the public domain through no wrongful act of Consultant; and (iv) information which becomes known to Consultant subsequent to disclosure by the Company to