AS PROVIDED IN SECTION 6.B.
B.
TERMINATION.
EITHER PARTY MAY TERMINATE THIS AGREEMENT UPON GIVING THE
OTHER PARTY 14 DAYS' PRIOR WRITTEN NOTICE OF SUCH TERMINATION PURSUANT TO
SECTION 11.E OF THIS AGREEMENT.
THE COMPANY MAY TERMINATE THIS AGREEMENT
IMMEDIATELY AND WITHOUT PRIOR NOTICE IF CONSULTANT REFUSES TO OR IS UNABLE TO
PERFORM THE SERVICES OR IS IN BREACH OF ANY MATERIAL PROVISION OF THIS
AGREEMENT.
C.
SURVIVAL.
UPON SUCH TERMINATION, ALL RIGHTS AND DUTIES OF THE COMPANY AND
CONSULTANT TOWARD EACH OTHER SHALL CEASE EXCEPT:
(1)
THE COMPANY WILL PAY, WITHIN 30 DAYS AFTER THE EFFECTIVE DATE OF
TERMINATION, ALL AMOUNTS OWING TO CONSULTANT FOR SERVICES COMPLETED AND ACCEPTED
BY THE COMPANY PRIOR TO THE TERMINATION DATE AND RELATED EXPENSES, IF ANY,
SUBMITTED IN ACCORDANCE WITH THE COMPANY'S POLICIES AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 1 OF THIS AGREEMENT; AND
(2)
Section 2 (Confidentiality), Section 3 (Ownership), Section 4 (Conflicting
Obligations), Section 7 (Independent Contractor; Benefits),
Section 8 (Indemnification), Section 9 (Nonsolicitation) and Section 10
(Arbitration and Equitable Relief) will survive termination of this Agreement.
7.
INDEPENDENT CONTRACTOR; BENEFITS.
A.
INDEPENDENT CONTRACTOR.
IT IS THE EXPRESS INTENTION OF THE COMPANY AND
CONSULTANT THAT CONSULTANT PERFORM THE SERVICES AS AN INDEPENDENT CONTRACTOR TO
THE COMPANY.
NOTHING IN THIS AGREEMENT SHALL IN ANY WAY BE CONSTRUED TO MAKE
CONSULTANT AN AGENT, EMPLOYEE OR REPRESENTATIVE OF THE COMPANY.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, CONSULTANT IS NOT AUTHORIZED TO BIND
THE COMPANY TO ANY LIABILITY OR OBLIGATION OR TO REPRESENT THAT CONSULTANT HAS
ANY SUCH AUTHORITY.
CONSULTANT AGREES TO FURNISH (OR REIMBURSE THE COMPANY FOR)
ALL TOOLS AND MATERIALS NECESSARY TO ACCOMPLISH THIS AGREEMENT AND SHALL INCUR
ALL EXPENSES ASSOCIATED WITH PERFORMANCE, EXCEPT AS EXPRESSLY PROVIDED IN
EXHIBIT A.
CONSULTANT ACKNOWLEDGES AND AGREES THAT CONSULTANT IS OBLIGATED TO
REPORT AS INCOME ALL COMPENSATION RECEIVED BY CONSULTANT PURSUANT TO THIS
AGREEMENT.
CONSULTANT AGREES TO AND ACKNOWLEDGES THE OBLIGATION TO PAY ALL
SELF-EMPLOYMENT AND OTHER TAXES ON SUCH INCOME.
B.
BENEFITS.
THE COMPANY AND CONSULTANT AGREE THAT CONSULTANT WILL RECEIVE
NO COMPANY-SPONSORED BENEFITS FROM THE COMPANY.
IF CONSULTANT IS RECLASSIFIED
BY A STATE OR FEDERAL AGENCY OR COURT AS COMPANY'S EMPLOYEE, CONSULTANT WILL
BECOME A RECLASSIFIED EMPLOYEE AND WILL RECEIVE NO BENEFITS FROM THE COMPANY,
EXCEPT THOSE MANDATED BY STATE OR FEDERAL LAW, EVEN IF BY THE TERMS OF THE
COMPANY'S BENEFIT PLANS OR PROGRAMS OF THE COMPANY IN EFFECT AT THE TIME OF SUCH
RECLASSIFICATION, CONSULTANT WOULD OTHERWISE BE ELIGIBLE FOR SUCH BENEFITS.
4
8.
INDEMNIFICATION.
CONSULTANT AGREES TO INDEMNIFY AND HOLD HARMLESS THE
COMPANY AND ITS DIRECTORS, OFFICERS AND EMPLOYEES FROM AND AGAINST ALL TAXES,
LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES, INCLUDING ATTORNEYS' FEES AND
OTHER LEGAL EXPENSES, ARISING DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH
(I) ANY NEGLIGENT, RECKLESS OR INTENTIONALLY WRONGFUL ACT OF CONSULTANT OR
CONSULTANT'S ASSISTANTS, EMPLOYEES OR AGENTS, (II) A DETERMINATION BY A COURT OR
AGENCY THAT THE CONSULTANT IS NOT AN INDEPENDENT CONTRACTOR, (III) ANY BREACH BY
THE CONSULTANT OR CONSULTANT'S ASSISTANTS,