CONSULTANT AND MAY NOT BE ASSIGNED BY HIM.
10.3.
GOVERNING LAW AND ENFORCEMENT.
THIS AGREEMENT WILL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA,
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.
ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE INSTITUTED IN A STATE OR
FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA, AND CONSULTANT AND THE
COMPANY HEREBY CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION OF SUCH
COURT(S) AND HEREBY WAIVE ANY OBJECTION(S) THAT THEY MAY HAVE TO PERSONAL
JURISDICTION, THE LAYING OF VENUE OF ANY SUCH PROCEEDING AND ANY CLAIM OR
DEFENSE OF INCONVENIENT FORUM.
10.4.
WAIVERS.
THE WAIVER BY EITHER PARTY OF ANY RIGHT HEREUNDER OR OF
ANY BREACH BY THE OTHER PARTY WILL NOT BE DEEMED A WAIVER OF ANY OTHER RIGHT
HEREUNDER OR OF ANY OTHER BREACH BY THE OTHER PARTY.
NO WAIVER WILL BE DEEMED
TO HAVE OCCURRED UNLESS SET FORTH IN WRITING.
NO WAIVER WILL CONSTITUTE A
CONTINUING WAIVER UNLESS SPECIFICALLY STATED, AND ANY WAIVER WILL OPERATE ONLY
AS TO THE SPECIFIC TERM OR CONDITION WAIVED.
10.5.
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT
WILL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE
LAW.
HOWEVER, IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID, ILLEGAL
OR UNENFORCEABLE IN ANY RESPECT, SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY
WILL NOT AFFECT ANY OTHER PROVISION, AND THIS AGREEMENT WILL BE REFORMED,
CONSTRUED AND ENFORCED AS THOUGH THE INVALID, ILLEGAL OR UNENFORCEABLE PROVISION
HAD NEVER BEEN HEREIN CONTAINED.
10.6.
SURVIVAL.
THE PROVISIONS OF THIS AGREEMENT WILL SURVIVE THE
CESSATION OF CONSULTANT'S ENGAGEMENT TO THE EXTENT NECESSARY TO FULFILL THEIR
PURPOSES AND INTENT.
10.7.
NOTICES.
ANY NOTICE OR COMMUNICATION REQUIRED OR PERMITTED UNDER
THIS AGREEMENT WILL BE MADE IN WRITING AND (A) SENT BY OVERNIGHT COURIER,
(B) MAILED BY OVERNIGHT U.S. EXPRESS MAIL, RETURN RECEIPT REQUESTED OR (C) SENT
BY TELECOPIER.
ANY NOTICE OR COMMUNICATION TO
4
CONSULTANT WILL BE SENT TO THE ADDRESS CONTAINED IN HIS PERSONNEL FILE.
ANY
NOTICE OR COMMUNICATION TO THE COMPANY WILL BE SENT TO THE COMPANY'S PRINCIPAL
CONSULTANT OFFICERS, TO THE ATTENTION OF ITS CHIEF CONSULTANT OFFICER.
NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY CHANGE THE ADDRESS FOR NOTICES
OR COMMUNICATIONS HEREUNDER BY PROVIDING WRITTEN NOTICE TO THE OTHER IN THE
MANNER SPECIFIED IN THIS PARAGRAPH.
10.8.
ENTIRE AGREEMENT; AMENDMENTS.
THIS AGREEMENT CONTAINS THE ENTIRE
AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER
HEREOF, AND MERGES AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS DISCUSSIONS,
AGREEMENTS AND UNDERSTANDINGS OF EVERY NATURE RELATING TO THE SUBJECT MATTER.
THIS AGREEMENT MAY NOT BE CHANGED OR MODIFIED, EXCEPT BY AN AGREEMENT IN WRITING
SIGNED BY EACH OF THE PARTIES HERETO.
10.9.
SECTION HEADINGS.
THE HEADINGS OF SECTIONS AND PARAGRAPHS OF THIS
AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND WILL NOT IN ANY WAY AFFECT THE
MEANING OR CONSTRUCTION OF ANY PROVISION OF THIS AGREEMENT.
10.10.
COUNTERPARTS; FACSIMILE.
THIS AGREEMENT MAY BE EXECUTED IN MULTIPLE