Common use of Confidentiality and Other Provisions Clause in Contracts

Confidentiality and Other Provisions. (a) The Consultant shall not, except as authorized or required to perform the Consulting Services, reveal or divulge to any person or companies any of the trade secrets, secret or confidential operations, processes or dealings or any information concerning the organization, business, finances, transactions or other affairs of the Company, which may come to its knowledge during the term of this Consulting Agreement and shall keep in complete secrecy all confidential information entrusted to it and shall not use or attempt to use any such information in any manner which may injure or cause loss, either directly or indirectly, to the Company’s business or may be likely to do so. This restriction shall continue to apply after the termination of this Consulting Agreement without limit in point of time but shall cease to apply to information or knowledge, which may come into the public domain or otherwise be required to be disclosed pursuant to court or regulatory process. The Consultant shall comply with such directions, as the Company shall make to ensure the safeguarding or confidentiality of all such information. (b) During the term of this Consulting Agreement, the Consultant shall devote sufficient time, attention, and ability to the business of the Company as is reasonably necessary for the proper performance of the Consulting Services pursuant to this Consulting Agreement. Nothing contained herein shall be deemed to require the Consultant to devote its exclusive time, attention and ability to the business of the Company. During the term of this Consulting Agreement, the Consultant shall: (i) at all times perform the Consulting Services to the best of its abilities and in the best interests of the Company; and (ii) devote such of its time, labor and attention to the business of the Company as it, in its sole discretion, deems necessary for the proper performance of the Consulting Services hereunder; and (c) The Company is aware that the Consultant has now and will continue to, and the Company agrees that the Consultant may provide similar services to those services contemplated by this Consulting Agreement to other companies, some of which may be in competition with the Company, and the Company recognizes that these companies will require a certain portion of the Consultant’s time. (d) From the effective date of this Consulting Agreement, Company and its officers will not engage any other person or entity to serve as its agent or representative to provide services similar to those to be provided by Consultant through the term of this Consulting Agreement without the prior written consent to Consultant, which consent may be withheld for any reason. (e) If for a period of two (2) years after successfully closing a financing of at least $2,000,000, as contemplated under this Consulting Agreement, the Company desires to commence any Transaction (as hereinafter defined), Consultant shall have the right of first refusal to act as the Company’s financial advisors, to arrange for placement agents or underwriters, as the case may be, with respect to any Transaction or Transactions proposed during such two year period. For purposes of this Consulting Agreement, the term“Transaction” shall include each of the following; the purchase, sale, merger, consolidation or any other business combination, in one or a series of transactions involving the Company or any sale of securities of the Company, effected pursuant to a private sale or an underwritten public offering. (f) If the Consultant fails to exercise its right of first refusal within thirty (30) days of receiving notice from the Company that it desires to commence a Transaction, the Consultant will be deemed to have waived the right. If the Company decides to pursue any such Transaction and the Consultant exercises the right of first refusal provided hereunder, the Consultant and the Company will enter into an agreement appropriate to the circumstances containing provisions for among other things, compensation, indemnification, contribution, and representations and warranties which are usual and customary for similar agreements entered into by Consultant or other investment bankers of national standing acting in similar transactions including the right to appoint members to the Board of Directors of the Company. The Company agrees that it will not enter into any such Transaction, unless Consultant has waived its right of first refusal with respect thereto or prior to or simultaneously with the consummation of such Transaction, until adequate provision is made with respect to the payment of compensation to the Consultant as contemplated hereby.

Confidentiality and Other Provisions. (a) The Consultant shall not, except as authorized or required to perform the Consulting Services, reveal or divulge to any person or companies any of the trade secrets, secret or confidential operations, processes or dealings or any information concerning the organization, business, finances, transactions or other affairs of the Company, which may come to its knowledge during the term of this Consulting Agreement and shall keep in complete secrecy all confidential information entrusted to it and shall not use or attempt to use any such information in any manner which may injure or cause loss, either directly or indirectly, to the Company’s business or may be likely to do so. This restriction shall continue to apply after the termination of this Consulting Agreement without limit in point of time but shall cease to apply to information or knowledge, which may come into the public domain or otherwise be required to be disclosed pursuant to court or regulatory process. The Consultant shall comply with such directions, as the Company shall make to ensure the safeguarding or confidentiality of all such information. (b) During the term of this Consulting Agreement, the Consultant shall devote sufficient time, attention, and ability to the business of the Company as is reasonably necessary for the proper performance of the Consulting Services pursuant to this Consulting Agreement. Nothing contained herein shall be deemed to require the Consultant to devote its exclusive time, attention and ability to the business of the Company. During the term of this Consulting Agreement, the Consultant shall: (i) at all times perform the Consulting Services to the best of its abilities and in the best interests of the Company; and (ii) devote such of its time, labor and attention to the business of the Company as it, in its sole discretion, deems necessary for the proper performance of the Consulting Services hereunder; and (cd) The Company is aware that the Consultant has now and will continue to, and the Company agrees that the Consultant may provide similar services to those services contemplated by this Consulting Agreement to other companies, some of which may be in competition with the Company, and the Company recognizes that these companies will require a certain portion of the Consultant’s time. Accordingly, the Company shall not be precluded from engaging other consultants to act in a function similar to that contemplated under this Agreement or in any other capacity provided such action shall not prevent the Consultant from fulfilling its duties pursuant to this Agreement. (de) From the effective date of this Consulting Agreement, Company and its officers will not engage any other person or entity to serve as its agent or representative to provide services similar to those to be provided by Consultant through the term of this Consulting Agreement without the prior written consent to Consultant, which consent may be withheld for any reason. (ef) If for a period of two (2) years after successfully closing a financing of at least $2,000,000financing, as contemplated under this Consulting Agreement, the Company desires to commence any Transaction (as hereinafter defined), Consultant shall have the right of first refusal to act as the Company’s financial advisors, to arrange for placement agents or underwriters, as the case may be, with respect to any Transaction or Transactions proposed during such two year period. For purposes of this Consulting Agreement, the term“Transactionterm “Transaction” shall include each of the following; the purchase, sale, merger, consolidation or any other business combination, in one or a series of transactions involving the Company or any sale of securities of the CompanyCompany or a New Entity as described below, effected pursuant to a private sale or an underwritten public offering. (fg) If the Consultant fails to exercise its right of first refusal within thirty (30) days of receiving notice from the Company that it desires to commence a Transaction, the Consultant will be deemed to have waived the right. If the Company decides to pursue any such Transaction and the Consultant exercises the right of first refusal provided hereunder, the Consultant and the Company will enter into an agreement appropriate to the circumstances containing provisions for among other things, compensation, indemnification, contribution, and representations and warranties which are usual and customary for similar agreements entered into by Consultant or other investment bankers of national standing acting in similar transactions including the right to appoint members to the Board of Directors of the Company. The Company agrees that it will not enter into any such Transaction, unless Consultant has waived its their right of first refusal with respect thereto or prior to or simultaneously with the consummation of such Transaction, until adequate provision is made with respect to the payment of compensation to the Consultant as contemplated hereby.

Confidentiality and Other Provisions. (a) The Consultant shall not, except as authorized or required to perform the Consulting Services, reveal or divulge to any person or companies any of the trade secrets, secret or confidential operations, processes or dealings or any information concerning the organization, business, finances, transactions or other affairs of the Company, which may come to its knowledge during the term of this Consulting Agreement and shall keep in complete secrecy all confidential information entrusted to it and shall not use or attempt to use any such information in any manner which may injure or cause loss, either directly or indirectly, to the Company’s business or may be likely to do so. This restriction shall continue to apply after the termination of this Consulting Agreement without limit in point of time but shall cease to apply to information or knowledge, which may come into the public domain or otherwise be required to be disclosed pursuant to court or regulatory process. The Consultant shall comply with such directions, as the Company shall make to ensure the safeguarding or confidentiality of all such information. (b) During the term of this Consulting Agreement, the Consultant shall devote sufficient time, attention, and ability to the business of the Company as is reasonably necessary for the proper performance of the Consulting Services pursuant to this Consulting Agreement. Nothing contained herein shall be deemed to require the Consultant to devote its exclusive time, attention and ability to the business of the Company. During the term of this Consulting Agreement, the Consultant shall: (i) at all times perform the Consulting Services to the best of its abilities and in the best interests of the Company; and (ii) devote such of its time, labor and attention to the business of the Company as it, in its sole discretion, deems necessary for the proper performance of the Consulting Services hereunder; and (c) The Company is aware that the Consultant has now and will continue to, and the Company agrees that the Consultant may provide similar services to those services contemplated by this Consulting Agreement to other companies, some of which may be in competition with the Company, and the Company recognizes that these companies will require a certain portion of the Consultant’s time. (d) From the effective date of this Consulting Agreement, Company and its officers will not engage any other person or entity to serve as its agent or representative to provide services similar to those to be provided by Consultant through the term of this Consulting Agreement without the prior written consent to Consultant, which consent may be withheld for any reason. (e) If for a period of two (2) years after successfully closing a financing of at least $2,000,000, as contemplated under this Consulting Agreement, the Company desires to commence any Transaction (as hereinafter defined), Consultant shall have the right of first refusal to act as the Company’s financial advisors, to arrange for placement agents or underwriters, as the case may be, with respect to any Transaction or Transactions proposed during such two year period. For purposes of this Consulting Agreement, the term“Transactionterm “Transaction” shall include each of the following; : purchase or sale of securities of the purchaseCompany, sale, merger, consolidation the purchase or sale of any other security by the Company or any other business combinationfinancial activities undertaken to raise capital for the Company, in one or a series of transactions involving the Company or any sale of securities of the CompanyCompany , effected pursuant to a private sale or an underwritten public offering. (f) If the Consultant fails to exercise its right of first refusal within thirty (30) days of receiving notice from the Company that it desires to commence a Transaction, the Consultant will be deemed to have waived the right. If the Company decides to pursue any such Transaction and the Consultant exercises the right of first refusal provided hereunder, the Consultant and the Company will enter into an agreement appropriate to the circumstances containing provisions for among other things, compensation, indemnification, contribution, and representations and warranties which are usual and customary for similar agreements entered into by Consultant or other investment bankers of national standing acting in similar transactions including the right to appoint members to the Board of Directors of the Company. The Company agrees that it will not enter into any such Transaction, unless Consultant has waived its right of first refusal with respect thereto or prior to or simultaneously with the consummation of such Transaction, until adequate provision is made with respect to the payment of compensation to the Consultant as contemplated hereby.

Confidentiality and Other Provisions. (a) The Consultant shall not, except as authorized or required to perform the Consulting Services, reveal or divulge to any person or companies any of the trade secrets, secret or confidential operations, processes or dealings or any information concerning the organization, business, finances, transactions or other affairs of the Company, which may come to its knowledge during the term of this Consulting Agreement and shall keep in complete secrecy all confidential information entrusted to it and shall not use or attempt to use any such information in any manner which may injure or cause loss, either directly or indirectly, to the Company’s 's business or may be likely so to do sodo. This restriction shall continue to apply after the termination of this Consulting Agreement without limit in point of time but shall cease to apply to information or knowledge, which may come into the public domain or otherwise be required to be disclosed pursuant to court or regulatory process. The Consultant shall comply with such directions, as the Company shall make to ensure the safeguarding or confidentiality of all such information. (b) During the term of this Consulting Agreement, the Consultant shall devote sufficient time, attention, and ability to the business of the Company as is reasonably necessary for the proper performance of the Consulting Services pursuant to this Consulting Agreement. Nothing contained herein shall be deemed to require the Consultant to devote its exclusive time, attention and ability to the business of the Company. During the term of this Consulting Agreement, the Consultant shall: (i) at all times perform the Consulting Services to the best of its abilities and in the best interests of the Company; and (ii) devote such of its time, labor and attention to the business of the Company as it, in its sole discretion, deems necessary for the proper performance of the Consulting Services hereunder; and (c) The Company is aware that the Consultant has now and will continue to, and the Company agrees that the Consultant may provide similar services to those services contemplated by this Consulting Agreement to other companies, some of which may be in competition with the Company, and the Company recognizes that these companies will require a certain portion of the Consultant’s 's time. Accordingly, the Company shall not be precluded from engaging other consultants to act in a function similar to that contemplated under this Agreement or in any other capacity provided such action shall not prevent the Consultant from fulfilling its duties pursuant to this Agreement. (d) From the effective date of this Consulting Agreement, Company and its officers will not engage any other person or entity to serve as its agent or representative to provide services similar to those to be provided by Consultant through the term of this Consulting Agreement without the prior written consent to Consultant, which consent may be withheld for any reason. (e) If for a period of two (2) years after successfully closing a financing of at least $2,000,000, as contemplated under this Consulting Agreement, the Company desires to commence any Transaction (as hereinafter defined), Consultant shall have the right of first refusal to act as the Company’s financial advisors, to arrange for placement agents or underwriters, as the case may be, with respect to any Transaction or Transactions proposed during such two year period. For purposes of this Consulting Agreement, the term“Transaction” shall include each of the following; the purchase, sale, merger, consolidation or any other business combination, in one or a series of transactions involving the Company or any sale of securities of the Company, effected pursuant to a private sale or an underwritten public offering. (f) If the Consultant fails to exercise its right of first refusal within thirty (30) days of receiving notice from the Company that it desires to commence a Transaction, the Consultant will be deemed to have waived the right. If the Company decides to pursue any such Transaction and the Consultant exercises the right of first refusal provided hereunder, the Consultant and the Company will enter into an agreement appropriate to the circumstances containing provisions for among other things, compensation, indemnification, contribution, and representations and warranties which are usual and customary for similar agreements entered into by Consultant or other investment bankers of national standing acting in similar transactions including the right to appoint members to the Board of Directors of the Company. The Company agrees that it will not enter into any such Transaction, unless Consultant has waived its right of first refusal with respect thereto or prior to or simultaneously with the consummation of such Transaction, until adequate provision is made with respect to the payment of compensation to the Consultant as contemplated hereby.

Confidentiality and Other Provisions. (a) The Consultant shall not, except as authorized or required to perform the Consulting Services, reveal or divulge to any person or companies any of the trade secrets, secret or confidential operations, processes or dealings or any information concerning the organization, business, finances, transactions or other affairs of the Company, which may come to its knowledge during the term of this Consulting Agreement and shall keep in complete secrecy all confidential information entrusted to it and shall not use or attempt to use any such information in any manner which may injure or cause loss, either directly or indirectly, to the Company’s 's business or may be likely so to do sodo. This restriction shall continue to apply after the termination of this Consulting Agreement without limit in point of time but shall cease to apply to information or knowledge, which may come into the public domain or otherwise be required to be disclosed pursuant to court or regulatory process. The Consultant shall comply with such directions, as the Company shall make to ensure the safeguarding or confidentiality of all such information. (b) During the term of this Consulting Agreement, the Consultant shall devote sufficient time, attention, and ability to the business of the Company as is reasonably necessary for the proper performance of the Consulting Services pursuant to this Consulting Agreement. Nothing contained herein shall be deemed to require the Consultant to devote its exclusive time, attention and ability to the business of the Company. , During the term of this Consulting Agreement, the Consultant shall: (i) at all times perform the Consulting Services to the best of its abilities and in the best interests of the Company; and (ii) devote such of its time, labor and attention to the business of the Company as it, in its sole discretion, deems necessary for the proper performance of the Consulting Services hereunder; and (c) The Company is aware that the Consultant has now and will continue to, and the Company agrees that the Consultant may provide similar services to those services contemplated by this Consulting Agreement to other companies, some of which may be in competition with the Company, and the Company recognizes that these companies will require a certain portion of the Consultant’s 's time. Accordingly, the Company shall not be precluded from engaging other consultants to act in a function similar to that contemplated under this Agreement or in any other capacity provided such action shall not prevent the Consultant from fulfilling its duties pursuant to this Agreement. (d) From the effective date of this Consulting Agreement, Company and its officers will not engage any other person or entity to serve as its agent or representative to provide services similar to those to be provided by Consultant through the term of this Consulting Agreement without the prior written consent to Consultant, which consent may be withheld for any reason. (e) If for a period of two (2) years after successfully closing a financing of at least $2,000,000financing, as contemplated under this Consulting Agreement, the Company desires to commence any Transaction (as hereinafter defined), Consultant shall have the right of first refusal to act as the Company’s 's financial advisors, to arrange for placement agents or underwriters, as the case case, may be, with respect to any Transaction or Transactions proposed during such two year period. For purposes of this Consulting Agreement, the term“Transaction” term "Transaction" shall include each of the following; the purchase, sale, merger, consolidation or any other business combination, in one or a series of transactions involving the Company or any sale of securities of the CompanyCompany or a New Entity as described below, effected pursuant to a private sale or an underwritten public offering. (f) If the Consultant fails to exercise its right of first refusal within thirty (30) days of receiving notice from the Company that it desires to commence a Transaction, the Consultant will be deemed to have waived the right. If the Company decides to pursue any such Transaction and the Consultant exercises the right of first refusal provided hereunder, the Consultant and the Company will enter into an agreement appropriate to the circumstances containing provisions for among other things, compensation, indemnification, contribution, and representations and warranties which are usual and customary for similar agreements entered into by Consultant or other investment bankers of national standing acting in similar transactions including the right to appoint members to the Board of Directors of the Company. The Company agrees that it will not enter into any such Transaction, unless Consultant has waived its their right of first refusal with respect thereto or prior to or simultaneously with the consummation of such Transaction, until adequate provision is made with respect to the payment of compensation to the Consultant as contemplated hereby.