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further specified in Exhibit A. Notwithstanding the foregoing sentence, the <br />Sponsor will not be required to pay any portion or installment of the Contract <br />Amount if the Sponsor is not satisfied with the Consultant's performance under <br />this Agreement or any default or breach of this Agreement by the Consultant <br />exists, as the Sponsor may determine in its sole discretion. <br />(b) Payment Terms. Invoices shall be presented as set forth in Exhibit A, <br />and payments are due within 30 days. <br />M Sponsor hereby agrees to reimburse the Consultant for reasonable <br />business expenses incurred by Consultant in performing its work under this <br />Agreement, provided that the Sponsor will not reimburse the Consultant for <br />any expenses unless said expenses were approved in writing by the Sponsor <br />(or its representative) before being incurred by the Consultant. <br />(d) Benefits. Other than the compensation specified in Sections 3(a), <br />Consultant shall not be entitled to any direct or indirect compensation for <br />services performed hereunder. <br />SECTION 4 - CONFIL)ENTIAL. INFO RMATION <br />(a) "Confidential Information" means: <br />(1) any information given to enFocus by Sponsor and clearly <br />marked, in, writing as confidential; and <br />(2) any information given to enFocus by Sponsor orally that, at <br />the time given, is stated to be confidential, and such statement of <br />confidentiality is reduced to writing within thirty (30) days. <br />(b) enFocus, agrees to keep Confidential Information confidential for a <br />period of five (5) years from date given to enFocus, not to give in any form, to <br />a third party, and to only give to enFocus employees, who have a need to <br />know. <br />M The confidentiality, as stated in SECTION 4 (b), will not apply to <br />information which: <br />(1) is at the time of receipt public knowledge, or after receipt <br />becomes public knowledge through no act of omission on the part of <br />enFocus; <br />(2) was known to enFocus, as shown by written records, prior to <br />disclosure by Sponsor; <br />(3) is received by enFocus from a third party who did not obtain <br />the information from Sponsor; or <br />(4) is required by law to be disclosed. <br />Consulting <br />Agreement <br />September 2018 <br />Page <br />2 of 10 <br />I <br />