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<br />(b) Payment Terms. Invoices shall be presented as set forth in Exhibit A, and payments are due within
<br />30 days.
<br />(c) Sponsor hereby agrees to reimburse the Consultant for reasonable business expenses incurred by
<br />Consultant in performing its work under this Agreement, provided that the Sponsor will not reimburse the
<br />Consultant for any expenses unless said expenses were approved in writing by the Sponsor (or its
<br />representative) before being incurred by the Consultant.
<br />(d) Benefits. Other than the compensation specified in Sections 3(a), Consultant shall not be entitled to
<br />any direct or indirect compensation for services performed hereunder.
<br />SECTION 4 - CONFIDENTIAL INFORMATION
<br />(a) "Confidential Information" means:
<br />(1) any information given to enFocus by Sponsor and clearly marked, in writing as confidential;
<br />and
<br />(2) any information given to enFocus by Sponsor orally that, at the time given, is stated to be
<br />confidential, and such statement of confidentiality is reduced to writing within thirty (30) days.
<br />(b) enFocus agrees to keep Confidential Information confidential for a period of five (5) years from date
<br />given to enFocus, not to give in any form, to a third party, and to only give to enFocus employees who have a
<br />need to know.
<br />(c) The confidentiality, as stated in SECTION 4 (b), will not apply to information which:
<br />(1) is at the time of receipt public knowledge, or after receipt becomes public knowledge
<br />through no act of omission on the part of enFocus;
<br />(2) was known to enFocus, as shown by written records, prior to disclosure by Sponsor;
<br />(3) is received by enFocus from a third party who did not obtain the information from Sponsor;
<br />or
<br />(4) is required by law to be disclosed.
<br />Consultant hereby acknowledges and agrees that all property, including, all books, manuals, records, reports,
<br />notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, that is produced
<br />under this Agreement (collectively, the "Proprietary Information"), and equipment furnished to or prepared
<br />by Consultant in the course of or incident to rendering of services to the Sponsor, belong to the Sponsor and
<br />shall be promptly returned to the Sponsor upon request.
<br />(d) Consultant agrees to hold all Sponsor's Proprietary Information in strict confidence and trust for the
<br />sole benefit of the Sponsor and not to, disclose, use, copy, publish, summarize, or remove from Sponsor's
<br />premises any Proprietary Information (or remove from the premises any other property of the Sponsor)
<br />during the Consulting Period except (i) to the extent necessary to carry out Consultant's responsibilities
<br />under this Agreement or (ii) after termination of the Consulting Period or (iii) when the information falls
<br />within the guidelines of this Agreement.
<br />SFC', T'llKflI''' 5 ....• NOT' "IOII'
<br />CONFIDENTIALITY NOTICE: This document and its contents are confidential. If you have received this document in error, please
<br />destroy immediately.
<br />
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