4.Termination. This Agreement may be terminated in the following manner: (a) by either the Company or the Consultant upon not less than fifteen (15) days prior written notice to the other party; (b) if one party has materially breached this Agreement, by the non-breaching party, upon twenty-four (24) hours prior written notice to the breaching party; (c) immediately upon notice by the Company if the Consultant breaches or threatens to breach any provision of Sections 6, 7 or 10 of this Agreement; or (d) at any time upon the mutual written consent of the parties hereto. In the event of termination, the Consultant shall be entitled to payment for agreed Services performed and (subject to Section 3.2) for expenses paid or incurred prior to the effective date of termination. Such payment shall constitute full settlement of any and all claims of the Consultant against the Company under this Agreement.
5.Cooperation. The Consultant shall use Consultant’s best efforts in the performance of the Services. The Company shall provide such access to its information and property as may be reasonably required to permit the Consultant to perform the Services. The Consultant shall cooperate with the Company’s personnel, shall not interfere with the conduct of the Company’s business and shall observe all rules, regulations and security requirements of the Company concerning the safety of persons and property. In addition, the Consultant agrees to cooperate with respect to all matters arising during the Consulting Period or related to the Services or to the Consultant’s prior employment with the Company, including but not limited to all matters in connection with any critical regulatory manufacturing issues which may have arisen or which may arise following the signing of this Agreement. Following the Consulting Period, the Company shall compensate the Consultant in accordance with Section 3.1 for any requested assistance and will reimburse the Consultant’s out-of-pocket expenses incurred in providing such assistance in accordance with Section 3.2.
6.Proprietary Information and Inventions.
(a)For purposes of this Agreement, Proprietary Information shall mean any and all information, whether or not in writing, whether or not patentable or copyrightable, of a private, secret or confidential nature, owned, possessed or used by the Company, concerning the Company's business, business relationships or financial affairs, including, without limitation, any Invention, formula, vendor information, customer information, apparatus, equipment, trade secret, process, research, report, technical or research data, clinical data, know-how, computer program, software, software documentation, hardware design, technology, product, processes, methods, techniques, formulas, compounds, projects, developments, marketing or business plan, forecast, unpublished financial statement, budget, license, price, cost, customer, supplier or personnel information or employee list that is communicated to, learned of, developed or otherwise acquired by the Consultant in the course of providing the Services.
(b)The Consultant acknowledges that Consultant’s relationship with the Company is one of high trust and confidence and that in the course of Consultant’s service to the Company, Consultant will have access to and contact with Proprietary Information. The Consultant will not disclose any Proprietary Information to any third party or use the same for any purpose other than in the performance of the Services without written approval by an officer of the Company, either during or after the Consultation Period.
(c)The Consultant’s obligations under this Section 6.1 shall not apply to any information that (i) is or becomes known to the general public under circumstances involving no breach by the Consultant of the terms of this Section 6.1, (ii) is in the Consultant’s