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1484 a. All necessary business expenses, car allowances, and advertising allowances as set forth in a reasonable preapproved budget. This preapproved budget must be submitted by Baumeister prior to the commencement of each quarter and the City must act upon the same prior to commencement of the respective quarterly periods. Before reimbursement for said business expenses, car allowances, and advertising allowances are in fact made, Baumeister shall submit detailed listings identifying the nature of the expense for which reimbursement is sought and providing such other reasonable requested details as the City may request with reference to said expenditures. It is understood that the expenses referred to in this subparagraph shall not under any circumstances exceed $10,000.00 per annum. b. In addition to the other considerations hereinbefore provided, Baumeister shall receive a sum equal to 5% of the gross sales price of any land sales in the Hastings Industrial Park which sales are consummated during the term hereof or in continua- tion hereof. Said commission shall be payable upon closing of the respective sale. Provided, however, that no commission shall be due Baumeister for any sale closed during the term hereof or any extensions of this agreement, for which the City of Hastings must pay Calder Corporation a land sales commission by virtue of the fact that during the term of the contract with the City Calder pro- moted a sale to the respective purchaser. c. All expenses incident to the establishment of an office, including office help and like overhead expenses are to be borne solely by Baumeister, and the City shall not be responsible for reimbursement therefor. 7. This Agreement shall in all respects be construed to establish an independent contractual relationship and Baumeister shall not be con- strued to be an employee of the City nor shall the City be construed to be an employer of Baumeister. Baumeister shall be responsible for payment of all income and all other like taxes due upon consideration received from the City of Hastings, and the City of Hastings shall not be responsible for any tax withholding with reference thereto. 8. Other than appropriate disclosures to City officials of the City of Hastings, the City and Baumeister agree to keep secret the names of,or any information relative to any past, present or prospective purchasers or lessees from the City. Baumeister shall not divulge to any person, other than officers of the City of Hastings, and prospects or persons authorized ,by the City, any information relative to the properties of the City being offered for sale. All contact, prospect, and other like information in the possession of either the City or Baumeister shall be and remain the property of the City and upon termination of this Agreement for any reason whatsoever at any time whatsoever, the same shall be delivered in total to the City. Baumeister agrees that he will not use any papers, records, nor will he divulge any information whatsoever relating to his relationship hereunder except to appropriate officers of the City. 9. Baumeister agrees that for one (1) year subsequent to termination of this agreement, for any cause whatsoever, or without cause, he will not be involved either as principal agent or employee or in any capacity what- soever in the promotion of industrial sales to any persons, firms or dor- porations with whom he had negotiations or dealings during the term of this contract. 10. Upon termination of this agreement for any cause whatsoever, or whether terminated without cause, Baumeister will submit to the City a de- tailed list of all persons with whom he is carrying on negotiations for location in the City of Hastings Industrial Park and will provide in detailed memorandum form the status of the negotiations, including names of contacts in the respective prospect firms.