ConsultingAgreement

6.            As used herein: “Confidential Information” means information, other than Trade Secrets, that is of value to its owner and is treated by its owner as confidential, including, but not limited to, any data or information defined herein as a Trade Secret, but which is determined by a court of competent jurisdiction not to rise to be a trade secret under applicable law; “Proprietary Information” means Confidential Information and Trade Secrets; and “Trade Secrets” means information without regard to form, including but not limited to, technical or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers, which: (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertained by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.  Consultant acknowledges and agrees that all Proprietary Information of the Company, and all physical embodiments thereof, are confidential to and shall be and remain the sole and exclusive property of the Company and that any Proprietary Information produced by Consultant during the Term shall be considered “work for hire” as such term is defined in 17 U.S.C. Section

101, the ownership and copyright of which shall be vested solely in the Company. 

7.           Consultant agrees that all Proprietary Information of the Company received or developed by Consultant as a result of Consultant’s engagement herunder will be held in trust and strict confidence.  Except as contemplated by the terms hereof or as required by applicable law or pursuant to an order entered, or subpoena issued, by a court of competent jurisdiction, Consultant shall not disclose Proprietary Information of the Company to any third party, other than to potential acquisition targets, strategic partners, or investors, who have executed a non-disclosure agreement restricting use of such Proprietary Information for the sole purpose of evaluating the Company for a possible transaction.

8.           Consultant will not, without the Company’s prior written consent, either directly or indirectly, on Consultant’s own behalf or in the service or on behalf of others, solicit, divert, or hire away, or attempt to solicit, divert, or hire away, any person employed by the Company, whether or not such employee is a full-time or a temporary employee of the Company and whether or not such employment is pursuant to written agreement and whether or not such employment is at will.

9.           The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement which shall remain in full force and effect.

10.           This Agreement shall not be amended or modified, except in writing signed by each of the parties, and shall be governed by and construed in accordance with the laws of the State of Arizona.  This Agreement may be signed in one or more counterparts all of which taken together are one and same document.