FOR WHICH IT IS GIVEN; AND (C) NO NOTICE TO OR DEMAND ON
ONE PARTY WILL BE DEEMED TO BE A WAIVER OF ANY OBLIGATION OF SUCH PARTY OR OF
THE RIGHT OF THE PARTY GIVING SUCH NOTICE OR DEMAND TO TAKE FURTHER ACTION
WITHOUT NOTICE OR DEMAND AS PROVIDED IN THIS AGREEMENT.
6.4
ASSIGNMENT, ETC.
CONSULTANT'S DUTIES UNDER
THIS AGREEMENT ARE PERSONAL AND MAY NOT BE DELEGATED, NOR MAY CONSULTANT'S
RIGHTS UNDER THIS AGREEMENT BE ASSIGNED, WITHOUT THE PRIOR WRITTEN CONSENT OF
THE COMPANY.
THE COMPANY MAY, WITHOUT CONSULTANT'S CONSENT, ASSIGN ITS RIGHTS
AND OBLIGATIONS UNDER THIS AGREEMENT TO ANY PERSON OR ENTITY TO WHICH THE
COMPANY ASSIGNS ALL OF ITS RIGHT, TITLE AND INTEREST IN AND TO ANY RELEVANT
INVENTION, EITHER DIRECTLY OR BY OPERATION OF LAW (I.E., BY MERGER OR A SALE OF
STOCK).
SUBJECT TO THE FOREGOING, THIS AGREEMENT SHALL INURE TO THE BENEFIT OF,
AND SHALL BE BINDING UPON, THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS,
ASSIGNS, HEIRS, AND LEGAL REPRESENTATIVES.
6.5
NOTICES.
ALL NOTICES, CONSENTS, WAIVERS,
AND OTHER COMMUNICATIONS UNDER THIS AGREEMENT MUST BE IN WRITING AND WILL BE
DEEMED TO HAVE BEEN DULY GIVEN AND RECEIVED (A) ON DELIVERY IF DELIVERED BY HAND
OR BY A NATIONALLY RECOGNIZED OVERNIGHT DELIVERY SERVICE, OR (B) 72 HOURS AFTER
DEPOSIT WITH THE UNITED STATES POSTAL SERVICE AS CERTIFIED MAIL, POSTAGE
PREPAID, IN EACH CASE TO THE APPROPRIATE ADDRESSES SET FORTH BELOW (OR TO SUCH
OTHER ADDRESSES AS A PARTY MAY DESIGNATE BY NOTICE TO THE OTHER PARTIES):
If to the Company:
Metro One Telecommunications, Inc.
11200 Murray Scholls Place
Beaverton, OR 97007
If to Consultant:
James M. Usdan
[Address]
[Address]
6.6
ENTIRE AGREEMENT; AMENDMENTS.
THIS
AGREEMENT CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS,
ORAL OR WRITTEN, BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
5
HEREOF.
NOTWITHSTANDING THE FOREGOING, THE PARTIES ACKNOWLEDGE AND AGREE THAT
THE INDEMNIFICATION AGREEMENT DATED AS OF NOVEMBER 8, 2005 BETWEEN THE COMPANY
AND CONSULTANT SHALL CONTINUE IN FULL FORCE AND EFFECT ACCORDING TO ITS TERMS.
THIS AGREEMENT MAY NOT BE AMENDED ORALLY, BUT ONLY BY AN AGREEMENT IN WRITING
SIGNED BY THE PARTIES HERETO.
6.7
GOVERNING LAW.
THIS AGREEMENT WILL BE
GOVERNED BY THE LAWS OF THE STATE OF OREGON WITHOUT REGARD TO CHOICE OR
CONFLICTS OF LAWS PRINCIPLES.
6.8
SECTION HEADINGS; CONSTRUCTION.
THE
HEADINGS OF SECTIONS IN THIS AGREEMENT ARE PROVIDED FOR CONVENIENCE ONLY AND
WILL NOT AFFECT ITS CONSTRUCTION OR INTERPRETATION.
ALL REFERENCES TO "SECTION"
OR "SECTIONS" REFER TO THE CORRESPONDING SECTION OR SECTIONS OF THIS AGREEMENT
UNLESS OTHERWISE SPECIFIED.
FORMS OF THE WORD "INCLUDING" MEAN "INCLUDING
WITHOUT LIMITATION."
6.9
SEVERABILITY.
IF ANY PROVISION OF THIS
AGREEMENT IS HELD INVALID OR UNENFORCEABLE BY ANY COURT OF COMPETENT
JURISDICTION, THE OTHER PROVISIONS OF THIS AGREEMENT WILL REMAIN IN FULL FORCE
AND EFFECT.
ANY PROVISION OF THIS AGREEMENT HELD INVALID OR UNENFORCEABLE ONLY
IN PART OR DEGREE WILL REMAIN IN FULL FORCE AND EFFECT