4. Termination.
(a) Notwithstanding any other provision of this Agreement, Company may immediately terminate the Consulting Period and Contractor’s Consulting Services if Contractor breaches this Agreement or engages in any conduct that she knows or should know will or could materially harm the business or reputation of Company, in which case Company will pay the Consulting Fee for the period through the termination date of the Consulting Period, and no other amount.
(b) In addition, Company may terminate this Agreement and the Consulting Period for any or no reason upon thirty (30) days’ advanced written notice to Contractor. If Company terminates the Consulting Services prior to the expiration of the Initial Term pursuant to this Section 4(b) because Contractor has accepted another engagement (without the consent of the Company) or during any Extension Term (if any) for any or no reason other than a termination under Section 4(a) above, then such Initial Term or Extension Term (as applicable) shall terminate on the thirtieth (30th) day following the date of Company’s notice to Contractor and Company will pay the Consulting Fee for the period through the termination of the Consulting Period. If Company terminates the Consulting Services prior to the expiration of the Initial Term pursuant to this Section 4(b) for any other reason not addressed in the preceding sentence or in Section 4(a), then provided Contractor timely executes and returns to Company an effective general release of all known and unknown claims in a termination agreement acceptable to Company, (i) Company will pay Contractor an amount equal to Consulting Fee that would have been earned during the remaining period in such Initial Term plus the Success Fee, to the extent not yet paid (which amount will be payable with 30 days of such termination) and (ii) any then-unvested Equity Awards that were scheduled to vest during the Initial Term will immediately vest in full and will be settled within 30 days of such termination in accordance with the terms of the applicable award agreement(s); provided, however, that any Equity Awards that are subject to performance-based vesting conditions will remain subject to such vesting conditions and, upon satisfaction of such vesting condition, will vest based on the level of performance achieved and will be settled in accordance with the terms of the applicable award agreement(s). Upon termination of the Consulting Period for any reason, any portion of the Equity Awards that remain unvested after application of the preceding sentence will be forfeited.
5. Acknowledgement and Indemnification. Contractor acknowledges and agrees that she is and shall be solely responsible for the payment of any and all applicable federal, state, local, and other taxes relating to any Consulting Fees or other amounts or rights granted to Contractor under this Agreement. Contractor further agrees to indemnify, defend, and hold harmless Company and the other Indemnified Parties (as defined below) for and against any and all federal, state, local, or other tax liability (including without limitation, liability for back withholding, penalties, interest, and attorneys’ fees) incurred by any of the Indemnified Parties relating in any way to any Consulting Fee or other rights granted under this Agreement. The term “Indemnified Parties” as used in this Agreement includes: (i) the Company and its past, present, and future affiliates, partnerships and other related entities (whether or not wholly owned); (ii) each of their respective past, present, and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, associates, agents, representatives, employees, and attorneys; and (iii) the predecessors, successors, and assigns of each of the foregoing.
6. Nondisclosure and Nonuse. Except as required by law, Contractor will not at any time during or after the Consulting Period directly or indirectly use, disclose, or take any action which may result in the use or disclosure of, any Confidential Information. “Confidential Information” as used herein includes but is not limited to confidential or proprietary information regarding: Company’s sales, marketing, and business plans and strategies (including without limitation Company’s intent to market a particular product or service and the attendant marketing plan); Company’s actual and prospective client lists and pricing information; trade secrets; the terms of any contracts entered into by Company; the capabilities, technical descriptions and source code relating to Company’s released or unreleased software or hardware products or services; any information disclosed to Contractor that is either marked “confidential” or “proprietary” or that, if disclosed without such a marking or disclosed orally, is disclosed in a context that suggests that such information is Confidential Information; and other secret or confidential operational, management, manufacturing, personnel, financial, accounting, marketing or tax information relating to the business or operations of Company. “Confidential Information” does not include information that lawfully and properly becomes publicly known outside of Company, other than through a breach by Contractor or another person of this Agreement or some other obligation. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall prohibit Contractor from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory (including self-regulatory) entity including concerning alleged or suspected criminal conduct or unlawful practices; participating in a governmental agency or regulatory entity investigation or proceeding; giving truthful testimony or statements to a governmental agency or regulatory
