FOR THE PURPOSES
OF PERFORMING THE CONSULTING SERVICES, THAT THE CONSULTANT IS SOLELY RESPONSIBLE
FOR HIS ACTIONS OR INACTIONS, AND THAT NOTHING IN THIS AGREEMENT SHALL BE
CONSTRUED TO CREATE A PARTNERSHIP, JOINT VENTURE OR EMPLOYMENT RELATIONSHIP WITH
THE COMPANY FOR ANY PURPOSE, INCLUDING, WITHOUT LIMITATION: (I) FOR FEDERAL,
STATE OR LOCAL INCOME OR EMPLOYMENT TAX, WITHHOLDING OR REPORTING PURPOSES, OR
(II) FOR ELIGIBILITY OR ENTITLEMENT TO ANY BENEFIT UNDER ANY COMPANY EMPLOYEE
BENEFIT PLANS, INCLUDING, WITHOUT LIMITATION, ANY HEALTH, LIFE, LONG-TERM
DISABILITY, OR RETIREMENT PLAN OR PROGRAM.
THE CONSULTANT HEREBY EXPRESSLY
WAIVES HIS RIGHTS TO PURSUE ANY CLAIM FOR BENEFITS UNDER AN EMPLOYEE BENEFIT
PLAN.
14.
NO UNDUE HARDSHIP.
THE CONSULTANT REPRESENTS THAT HIS EXPERIENCE
AND ABILITIES ARE SUCH THAT OBSERVANCE OF THIS AGREEMENT WILL NOT CAUSE THE
CONSULTANT ANY UNDUE HARDSHIP OR UNREASONABLY INTERFERE WITH THE CONSULTANT'S
ABILITY TO EARN A LIVELIHOOD.
15.
MISCELLANEOUS.
(A)
NOTICE.
ANY NOTICES, REQUESTS, DEMANDS OR OTHER COMMUNICATION
REQUIRED OR PERMITTED HEREUNDER WILL BE IN WRITING AND MAY BE (I) SENT BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED,
(II) SERVED BY PERSONAL DELIVERY, (III) MADE BY FACSIMILE TRANSMISSION (WITH
CONFIRMATION OF RECEIPT), OR (IV) SENT BY OVERNIGHT COURIER SERVICE TO THE
RECEIVING PARTIES AS FOLLOWS:
If to the Company:
InnerWorkings, Inc.
600 West Chicago Avenue
Suite 850
Chicago, Illinois 60610
Facsimile: 312-604-0022
Attention: Steven E. Zuccarini
If to the Consultant:
Scott A. Frisoni
Any such notice or communication shall be deemed to be given, (i) if sent by
registered or certified mail, on the fifth (5) business day after the mailing
thereof; (ii) if delivered in person, on the date delivered; (iii) if made by
facsimile transmission, on the date transmitted; or (iv) if sent by overnight
courier service, on the date delivered as evidenced by the bill of lading.
Any
party sending a notice or other communication by facsimile transmission shall
also send a hard copy of such notice or other communication by one of the other
means of providing notice set forth in this Section 15(a).
(B)
NO WAIVER.
THE FAILURE OF ANY PARTY TO THIS AGREEMENT TO INSIST
UPON THE PERFORMANCE OF ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR
THE WAIVER OR ANY BREACH OF ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT,
SHALL NOT BE CONSTRUED AS THEREAFTER WAIVING ANY SUCH TERMS AND CONDITIONS, BUT
THE SAME SHALL CONTINUE AND REMAIN IN FULL FORCE AND EFFECT AS IF NO SUCH
FORBEARANCE OR WAIVER HAD OCCURRED.
5
(C)
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING ON AND INURE TO
THE BENEFIT OF THE RESPECTIVE HEIRS, SUCCESSORS AND PERMITTED ASSIGNS OF THE
PARTIES.
(D)
GOVERNING LAW.
THE VALIDITY, INTERPRETATION, PERFORMANCE, AND
ENFORCEMENT OF THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF
ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
EACH OF THE PARTIES
HERETO (I) AGREES THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT SHALL BE BROUGHT SOLELY IN THE STATE OR FEDERAL