【正文】 partner, Rubin and Rudman LLp , . and warrants that the execution and performance of this Agreement will not violate any policies or procedures of any other person or entity for which he/she performs Services concurrently with those performed herein. (d) In performing the Services, Consultant shall ply, to the best of his/her knowledge, with all business conduct, regulatory and health and safety guidelines established by the Company for any governmental authority with respect to the Company’s business. 3. CONSULTING FEE. (a) Subject to the provisions hereof, the Company shall pay Consultant a consulting (______) Dollars for each hour of Services provided to the Company (the ting form, a listing of his/her hours, the Duties performed and a summary of his/her activities. The Consulting Fee shall be paid within fifteen (15) days of the Company’s receipt of the report and invoice. (b) Consultant shall be entitled to prompt reimbursement for all preapproved expenses incurred in the performance of his/her Duties, upon submission and approval of written statements and receipts in accordance with the then regular procedures of the Company. (c) The Consultant agrees that all Services will be rendered by him/her as an independent contractor and that this Agreement does not create an employeremployee relationship between the Consultant and the Company. The Consultant shall have no right to receive any employee benefits including, but not limited to, health and accident insurance, life insurance, sick leave and/or vacation. Consultant agrees to pay all taxes including, selfemployment taxes due in respect of the Consulting Fee and to indemnify the Company in the event the Company is required to pay any such taxes on behalf of the Consultant. 4. EARLY TERMINATION OF THE TERM. (a) If the Consultant voluntarily ceases performing his/her Duties, bees physically or mentally unable to perform his/her Duties, or is terminated for cause, then, in each instance, the Consulting Fee shall cease and terminate as of such date. Any termination “For Cause” shall be made in good faith by the Company’s Board of Directors. (b) This Agreement may be terminated without cause by either party upon not less than thirty (30) days prior written notice by either party to the other. (c) Upon termination under Sections 4(a) or 4(b), neither party shall have any further obligations under this Agreement, except for the obligations which by their terms survive this termination as noted in Section 16 hereof. Upon termination and, in any case, upon the courtesy of peter B. Finn, ESQ, Senior partner, Rubin and Rudman LLp , . Company’s request, the Consultant shall return immediately to the Company all Confidential Information, as hereinafter defined, and copies thereof. 5. RESTRICTED ACTIVITIES. During the Term and for a period of one (1) year thereafter, Consultant will not, directly or indirectly: (i) solicit or request any employee of or consultant to the Company to leave the employ of or cease consulting for the Company。 (ii) solicit or request any employee of or consultant to the Company to join the employ of, or begin consulting for, any inpidual or entity that researches, develops, markets or sells products that pete with those of the Company。 or (iv) induce or attempt to induce any supplier or vendor of the Company to terminate or breach any written or oral agreement or understanding with the Company. 6. pROpRIETARY RIGHTS. (a) For the purposes of this Article 6, the terms set forth below shall have the following meanings: (i) to Consultant or which are first developed by Consultant during the course of the performance of Services hereunder and which relate to the Company present, past or prospective business activities, services, and products, all of which shall remain the sole and exclusive property of the Company. The Consultant shall have no publication rights and all of the same shall belong exclusively to the Company. (ii) For the purposes of this Agreement, Confidential Information shall mean and collectively include: all information relating to the business, plans and/or technology of the Company including, but not limited to technical information including inventions, methods, plans, processes, specifications, characteristics, assays, raw data, scientific preclinical or clinical data, records, databases, formulations, clinical protocols, equipment design, knowhow, experience, and trade secrets。 puter programming techniques whether in tangible or intangible form, and all record bearing media court