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obtain for Company, an unrestricted, royalty-free license to use and copy such <br /> materials. Any license so granted or obtained shall include the right for Company <br /> to grant an unrestricted, royalty-free license to any affiliate of Company. <br /> Consultant is allowed to retain one copy of the Work for archival purposes. <br /> Consultant shall place a copyright notice on the Work at Company's request. <br /> The Work shall be considered "Information" under the Section entitled <br /> "Nondisclosure." <br /> 5. Nondisclosure. Any technical or business information, including, but not limited <br /> to, computer programs, files, specifications, drawings, sketches, models, <br /> samples, tools, cost data, customer information, financial data, business or <br /> marketing plans or other data, whether oral, written or otherwise ("Information"), <br /> fumished or disclosed to Consultant hereunder or in contemplation hereof, shall <br /> remain Company's property. No license, express or implied, under any <br /> trademark, patent or copyright is granted by Company to Consultant by virtue of <br /> such disclosure. All such information in written, graphic or other tangible form <br /> shall be returned to the Company immediately upon request and copies shall be <br /> returned to the Company or, at Company's option, certified by Consultant as <br /> having been located and destroyed. Consultant shall be allowed to retain one <br /> copy of the Information for archival purposes. Unless such Information was <br /> previously known to Consultant free of any obligation to keep it confidential, is <br /> lawfully obtained by Consultant from any source other than Company or has <br /> been or is subsequently made public by Company or a nonparty to this <br /> Agreement, is approved for release by written authorization of the Company, or is <br /> required by law to be disclosed in response to a valid order of a court of <br /> competent jurisdiction or authorized govemmental agency, provided the <br /> Company receives adequate notice to allow it to request a protective order and <br /> the Consultant reasonably cooperates with the Company's efforts to receive a <br /> protective order, it shall be kept confidential by Consultant for the benefit of <br /> Company, shall be used only in performing under this Agreement and shall not <br /> be used for other purposes except upon such terms as may be agreed upon by <br /> Company in writing. Consultant shall take reasonable steps to protect such <br /> Information to a similar extent that Consultant protects its own Information. <br /> 6. Liabili . Consultant shall indemnify Company and its affiliates against, and shall <br /> hold Company and its affiliates harmless from, any loss, damage, expense or <br /> liability that may in any way arise out of or result from the performance of <br /> Consultant hereunder and caused by or resulting from the gross negligence or <br /> intentional misconduct of Consultant, including but not limited to any knowing <br /> infringement, or claim of infringement, of any patent, trademark, copyright, trade <br /> secret or other proprietary right of a third party or of Consultant or anyone <br /> claiming through Consultant who may be eligible to terminate any assignment or <br /> transfer made hereunder pursuant to the terms of the copyright laws up to the <br /> amount paid by the Company to the Consultant under a given applicable <br /> Exhibit(s). Consultant shall defend or settle, at its own expense, any action or <br /> suit against Company or its affiliates for which it is responsible hereunder. <br /> Company shall notify Consultant of any such claim, action or suit and shall <br /> 2 <br />