CONSULTING AGREEMENT

(a)  

“Proprietary Information” shall mean any and all proprietary technical and nontechnical data, information, agreements, documents or other property of Omnimmune or any affiliate thereof, other than “Trade Secrets,” and proprietary rights thereto, which is of tangible or intangible value to Omnimmune or any affiliate thereof and is not public information or is not generally known or available to Omnimmune's competitors, but is known only to Omnimmune or its affiliates and their employees, independent contractors or agents to whom it must be confided in order to apply it to the uses intended, including, without limitation, all business methods, practices and concepts; business and financial information and records, including, without limitation, accounting records, tax returns, financial statements, projections, forecasts or other budgets, other financial data or plans, business plans and strategies; product plans, customer lists and other customer-related i nformation; vendor or supplier lists and other vendor or supplier-related information;   computer or data base files; passwords or other access codes; software and operating code or source code relating thereto; any and all contractors, subcontractors; inventions and invention-related reports, analyses, notes, interpretations, formulae, processes, and patent applications, and the proprietary rights thereto; the terms of this Agreement and any other agreement between the Parties.

(b)  

“Trade Secrets” shall mean Proprietary Information (including, but not limited to a business information, technical or non-technical data, formulas, patterns compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, lists of actual or potential customers or suppliers) that:  (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.  To the extent that applicable law mandates a definition of “trade secret” inconsistent with the foregoing definition, then the foregoing definition shall be construed in such a manner as to be consistent with the mandated definition under applicable law.

(a)  

Nondisclosure.  Consultant acknowledges that he may be exposed to certain Proprietary Information and Trade Secrets and the proprietary rights thereto during the Term, and his unauthorized use or disclosure of such information, data or rights could cause immediate and irreparable harm to Omnimmune.  Accordingly, except to the extent that he is required to use such information or data to perform his obligations as a consultant of Omnimmune,  Consultant agrees that he shall not (and shall take full responsibility for ensuring that none of his agents), without the express and duly authorized written consent of Omnimmune, which consent may be withheld, delayed, denied or conditioned in Omnimmune’s sole and absolute discretion, use or modify for use, directly or indirectly in any way for any Person, any Proprietary Information or Trade Secrets or the proprietary rights thereto, during the term of this Agreement and following the termination of this Agreement.  Consultant agrees that any Proprietary Information or Trade Secrets or the proprietary rights thereto shall remain the exclusive property of Omnimmune, and Consultant shall not have any ownership interest therein. In addition, except to the extent he is required to use such information or data to perform his obligations as an independent contractor of Omnimmune, Consultant agrees that he shall not (and shall take full responsibility for ensuring that none of his agents), without the express and duly authorized written consent of Omnimmune, redistribute, market, publish, disclose or divulge to any other Person, (i) any of Omnimmune's Proprietary Information and proprietary rights thereto during the Term and for a period of three (3) years immediately thereafter; and (ii) any of Omnimmune's Trade Secrets and proprietary rights thereto at any time during which such information shall constitute a Trade Secret (whether before, during or after termination of this Agreement).

(b)  

Limitation on Solicitation of Personnel. During the Term and for a period of three (3) years immediately thereafter, Consultant shall not, directly or indirectly, alone or in conjunction with any other person, solicit any employee, other personnel or independent contractor of Omnimmune (a “Protected Person”) for the purpose of encouraging such Protected Person to sever an employment, contractual or other relationship with Omnimmune or (iii) hire or otherwise retain a Protected Person to perform services of a nature substantially similar to that which such Protected Person performed for Omnimmune within a three (3) year period prior to any such hiring or engagement.