Consulting Agreement - enFocus Inc - Bloomberg Mayors Challenge Operational Support

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(c) Sponsor hereby agrees to reimburse the Consultant for reasonable business expenses incurred by Consultant in performing its work under this Agreement, provided that the Sponsor will not reimburse the Consultant for any expenses unless said expenses were approved in writing by the Sponsor (or its representative) before being incurred by the Consultant and such expenses do not exceed the amount set forth in Exhibit A. (d) Benefits. Other than the compensation specified in Sections 3(a), Consultant shall not be entitled to any direct or indirect compensation for services performed '`g eu G'P4" nt hereunder. SECTION 4 - CONFIDENTIAL INFORMATION (a) "Confidential Information" means: Page (i) any information given to enFocus by Sponsor and clearly marked, in 2 Of :.L writing as confidential; and (z) any information given to enFocus by Sponsor orally that, at the time given, is stated to be confidential, and such statement of confidentiality is reduced to writing within thirty (3o) days; or (3) any information that, by its nature, is considered confidential. (b) enFocus agrees to keep Confidential Information confidential for a period of five (5) years from date given to enFocus, not to give in any form to a third party, and only to give to enFocus employees who have a need to know such Confidential Information. (c) Confidentiality, as stated in SECTION 4 (b), will not apply to information which: (i) is at the time of receipt public knowledge, or after receipt becomes public knowledge through no act of omission on the part of enFocus; (z) was known to enFocus, as shown by written records, prior to disclosure by Sponsor; (3) is received by enFocus from a third party who did not obtain the information from Sponsor; or (4) is required by law to be disclosed. Consultant hereby acknowledges and agrees that all property, including, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, that is produced under this Agreement (collectively, the "Proprietary Information"), and equipment furnished to or prepared by Consultant in the course of or incident to rendering of services to the Sponsor, belong to the Sponsor and shall be promptly returned to the Sponsor upon request. (d) Consultant agrees to hold all Sponsor's Proprietary Information in strict confidence and trust for the sole benefit of the Sponsor and not to, disclose, use, copy, publish, summarize, or remove from Sponsor's premises any Proprietary Information (or remove from the premises any other property of the Sponsor) during the Consulting Period except (i) to the extent necessary to carry out Consultant's