be effective, any agreement modifying the independent contractor relationship must be in writing and signed by the Company and Consultant. Consultant agrees to indemnify the Company (or as may be applicable, any entity in the Company) for any taxes, fines, penalties or interest that may be imposed on the Company or any entity in the Company with respect to the Company’s payment of the Fee to Consultant hereunder, including reasonable attorney’s fees and costs incurred by the Company or any entity in the Company for or in connection with any such matters or related proceedings.
5. Confidential Information; Non-Disclosure. Consultant acknowledges that the Confidential Information is confidential and proprietary and of significant and substantial value to the Company, and that the disclosure and/or use of such Confidential Information to or for any party other than the Company would result in material adverse consequences and irreparable harm and damage to the Company. Consultant shall not, directly or indirectly, disclose or use at any time (and shall cause its affiliates and representatives not to use or disclose) any Confidential Information (whether or not such information is or was developed by Consultant or any affiliate or representative of consultant), except to the extent that such disclosure or use is directly related to and required by the performance of the Consultant’s Services for the Company or as required by law or as otherwise provided hereunder. Consultant further agrees to take commercially reasonable steps, to the extent within its control, to safeguard such Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. In the event Consultant or any affiliate or representative of Consultant is required by law to disclose any Confidential Information, such party shall promptly notify the Company in writing, which notification shall include the nature of the legal requirement and the extent of the required disclosure and shall cooperate with the Company’s reasonable requests to preserve the confidentiality of such Confidential Information consistent with applicable law. For purposes of this Agreement, “Confidential Information” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium, that relates to the business of the Company, or its suppliers, distributors, customers, clients, independent contractors, independent sales representatives or other business relations. Confidential Information includes the following as they relate to the Company or its business and, in each case, to the extent that any entity in the Company or its business obtains a commercial benefit from the secret nature of such information: internal business information (including information relating to strategic and staffing plans and practices, business, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures, accounting and business methods and potential acquisition candidates); identities of, individual requirements of, and specific contractual arrangements with, the Company’s suppliers, distributors, customers, clients, independent contractors, independent sales representatives or other business relations and their confidential information; trade secrets, know-how, compilations of data and analyses, techniques, systems, formulae, research, records, reports, manuals, documentation, models, data and databases relating thereto; and inventions, innovations, improvements, developments, methods, designs, analyses, drawings, and reports. Notwithstanding the foregoing, Confidential Information does not include such information which: (A) at the time of disclosure is publicly available or thereafter becomes publicly available through no act or omission of Consultant; (B) is thereafter disclosed or furnished to Consultant by a third party who is not known by Consultant to have acquired the information under an obligation of confidentiality; (C) is independently developed by Consultant, including but not limited to Consultant’s work with other clients, without the use of or reference to Confidential Information; or (D) is disclosed by Consultant (subject to compliance with the applicable provisions of this Section 5) under compulsion of applicable Law. The foregoing obligations of confidentiality shall survive for five (5) years following the termination of this Agreement, except for obligations of confidentiality with respect to trade secrets which shall survive indefinitely.
6. Miscellaneous.
