DURATION, TERMINATION AND DEFAULT
4.1
EFFECTIVE DATE.
THIS AGREEMENT SHALL BECOME EFFECTIVE AS
OF MARCH 1, 2013 (THE "EFFECTIVE DATE"), AND SHALL CONTINUE FOR A PERIOD OF 12
MONTHS THEREAFTER (THE "TERM") OR UNTIL EARLIER TERMINATED PURSUANT TO THE TERMS
OF THIS AGREEMENT.
4.2
TERMINATION.
WITHOUT PREJUDICING ANY OTHER RIGHTS THAT
THE COMPANY MAY HAVE HEREUNDER OR AT LAW OR IN EQUITY, THE COMPANY MAY
TERMINATE THIS AGREEMENT IMMEDIATELY UPON DELIVERY OF WRITTEN NOTICE TO THE
CONTRACTOR IF:
(A)
THE CONTRACTOR BREACHES SECTION 2 OF THIS AGREEMENT;
(B)
THE CONTRACTOR BREACHES ANY OTHER MATERIAL TERM OF THIS AGREEMENT AND SUCH
BREACH IS NOT CURED TO THE REASONABLE SATISFACTION OF THE COMPANY WITHIN THIRTY
(30) DAYS AFTER WRITTEN NOTICE DESCRIBING THE BREACH IN REASONABLE DETAIL IS
DELIVERED TO THE CONTRACTOR;
4
(C)
THE COMPANY ACTING REASONABLY DETERMINES THAT THE CONTRACTOR HAS ACTED,
IS ACTING OR IS LIKELY TO ACT IN A MANNER DETRIMENTAL TO THE COMPANY OR HAS
VIOLATED OR IS LIKELY TO VIOLATE THE CONFIDENTIALITY OF ANY INFORMATION AS
PROVIDED FOR IN THIS AGREEMENT;
(D)
THE CONTRACTOR IS UNABLE OR UNWILLING TO PERFORM THE SERVICES UNDER THIS
AGREEMENT, OR
(E)
THE CONTRACTOR COMMITS FRAUD, SERIOUS NEGLECT OR MISCONDUCT IN THE
DISCHARGE OF THE SERVICES.
4.3
TERMINATION WITH NOTICE.
EITHER PARTY MAY TERMINATE THIS
AGREEMENT BY PROVIDING THE OTHER PARTY WITH 30 DAYS WRITTEN NOTICE.
4.4
DUTIES UPON TERMINATION.
UPON TERMINATION OF THIS
AGREEMENT FOR ANY REASON, THE CONTRACTOR SHALL UPON RECEIPT OF ALL SUMS DUE AND
OWING, PROMPTLY DELIVER THE FOLLOWING IN ACCORDANCE WITH THE DIRECTIONS OF THE
COMPANY:
(A)
A FINAL ACCOUNTING, REFLECTING THE BALANCE OF EXPENSES
INCURRED ON BEHALF OF THE COMPANY AS OF THE DATE OF TERMINATION; AND
(B)
ALL DOCUMENTS PERTAINING TO THE COMPANY OR THIS AGREEMENT, INCLUDING BUT
NOT LIMITED TO, ALL BOOKS OF ACCOUNT, CORRESPONDENCE AND CONTRACTS, PROVIDED
THAT THE CONTRACTOR SHALL BE ENTITLED THEREAFTER TO INSPECT, EXAMINE AND COPY
ALL OF THE DOCUMENTS WHICH IT DELIVERS IN ACCORDANCE WITH THIS PROVISION AT ALL
REASONABLE TIMES UPON THREE (3) DAYS' NOTICE TO THE COMPANY.
4.5
COMPENSATION OF CONTRACTOR ON TERMINATION.
UPON
TERMINATION OF THIS AGREEMENT BY THE COMPANY FOR CAUSE, THE CONTRACTOR SHALL BE
ENTITLED TO RECEIVE AS ITS FULL AND SOLE COMPENSATION IN DISCHARGE OF
OBLIGATIONS OF THE COMPANY TO THE CONTRACTOR UNDER THIS AGREEMENT ALL SUMS DUE
AND PAYABLE UNDER THIS AGREEMENT TO THE DATE OF TERMINATION AND THE CONTRACTOR
SHALL HAVE NO RIGHT TO RECEIVE ANY FURTHER PAYMENTS; PROVIDED, HOWEVER, THAT THE
COMPANY SHALL HAVE THE RIGHT TO OFFSET AGAINST ANY PAYMENT OWING TO THE
CONTRACTOR UNDER THIS AGREEMENT ANY DAMAGES, LIABILITIES, COSTS OR EXPENSES
SUFFERED BY THE COMPANY BY REASON OF THE FRAUD, NEGLIGENCE OR WILFUL ACT OF THE
CONTRACTOR, TO THE EXTENT SUCH RIGHT HAS NOT BEEN WAIVED BY THE COMPANY.
UPON
TERMINATION OF THIS AGREEMENT BY THE COMPANY WITHOUT CAUSE, THE CONTRACTOR SHALL
BE ENTITLED TO A SEVERANCE PAYMENT EQUIVALENT TO THREE MONTHS OF THE CASH
COMPENSATION FEE SPECIFIED IN SECTION 3.1.
ANY OPTIONS OR SHARES UNVESTED