ANY FORMAL OR INFORMAL JUDICIAL,
ADMINISTRATIVE, OR ARBITRATION PROCEEDING (INCLUDING ANY INTERVIEW, DEPOSITION,
HEARING AND/OR TRIAL), CONSULTANT WILL PROMPTLY NOTIFY THE COMPANY IN WRITING AT
THE ADDRESS PROVIDED IN SECTION 15 BELOW, AND DELIVER A COPY OF THE SUBPOENA OR
PROCESS TO THAT ADDRESS.
9.
RELATIONSHIP OF PARTIES.
CONSULTANT
WILL PERFORM THE SERVICES AS AN INDEPENDENT CONTRACTOR.
CONSULTANT WILL NOT ACT
OR ATTEMPT TO ACT OR REPRESENT HIMSELF DIRECTLY OR BY IMPLICATION AS AN AGENT OF
THE COMPANY OR ANY OF ITS AFFILIATES OR IN ANY MANNER ASSUME OR CREATE, OR
ATTEMPT TO CREATE, ANY OBLIGATION ON BEHALF OF, OR IN THE NAME OF THE COMPANY OR
ITS AFFILIATES.
CONSULTANT ACKNOWLEDGES AND AGREES THAT NO EMPLOYER-EMPLOYEE
RELATIONSHIP EXISTS OR IS INTENDED TO BE CREATED BETWEEN CONSULTANT AND THE
COMPANY.
CONSULTANT WILL INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY AND
ITS AFFILIATES AND ITS EMPLOYEES AND AGENTS, FROM AND AGAINST ANY AND ALL
LIABILITIES, CLAIMS, COSTS OR EXPENSES ARISING OUT OF OR IN CONNECTION WITH ANY
PERSONAL INJURY, DEATH OR PROPERTY DAMAGE CAUSED BY OR ARISING FROM ANY ACTS OR
OMISSIONS OF CONSULTANT OR HIS AGENTS WHILE PERFORMING THE SERVICES.
CONSULTANT
HEREBY EXPRESSLY WAIVES FOR HIMSELF, HIS DEPENDENTS, HEIRS AND LEGAL
REPRESENTATIVES, ANY AND ALL CLAIMS TO RECEIVE ANY BENEFIT UNDER ANY EMPLOYEE
BENEFIT PLAN OR PROGRAM OF THE COMPANY OR ITS AFFILIATES, EXCEPT FOR SUCH
BENEFITS THAT CONSULTANT OR ANY SUCH PERSON IS ENTITLED TO RECEIVE IN CONNECTION
WITH CONSULTANT'S FORMER EMPLOYMENT RELATIONSHIP OR CURRENT DIRECTORSHIP WITH
THE COMPANY OR ITS AFFILIATES.
10.
INJUNCTIVE RELIEF.
NOTWITHSTANDING THE
PROVISIONS OF SECTION 18, CONSULTANT ACKNOWLEDGES AND AGREES THAT THE COMPANY
WOULD BE IRREPARABLY HARMED BY ANY VIOLATION OF CONSULTANT'S OBLIGATIONS UNDER
SECTION 5, 6, 7 OR 8 AND THAT, IN ADDITION TO ALL OTHER RIGHTS OR REMEDIES
AVAILABLE AT LAW OR IN EQUITY, THE COMPANY WILL BE ENTITLED TO SEEK INJUNCTIVE
AND OTHER EQUITABLE RELIEF TO PREVENT OR ENJOIN ANY SUCH VIOLATION, IN AID OF
ARBITRATION.
IN CONNECTION THEREWITH, CONSULTANT AGREES TO SUBMIT TO THE
EXCLUSIVE PERSONAL JURISDICTION OF THE COURTS OF THE STATE OF KANSAS FOR ANY
INJUNCTION PROCEEDING INITIATED BY THE COMPANY.
EMPLOYEE FURTHER ACKNOWLEDGES
THAT VENUE IS PROPER IN COURTS SITTING IN JOHNSON COUNTY, KANSAS FOR THIS
PURPOSE.
11.
SEVERABILITY.
IN ADDITION TO
SECTION 6(C) HEREOF, ANY PROVISION OR PORTION OF A PROVISION OF THIS AGREEMENT
THAT IS HELD TO BE INVALID OR UNENFORCEABLE WILL BE SEVERABLE, AND THIS
AGREEMENT WILL BE CONSTRUED AND ENFORCED AS IF SUCH PROVISION, OR PORTION
THEREOF, DID NOT COMPRISE A PART HEREOF, AND THE REMAINING PROVISIONS OR
PORTIONS OF PROVISIONS WILL REMAIN IN FULL FORCE AND EFFECT.
IN LIEU OF EACH
INVALID OR UNENFORCEABLE PROVISION THERE WILL BE ADDED AUTOMATICALLY AS PART OF
THIS AGREEMENT A PROVISION AS SIMILAR IN TERMS TO SUCH INVALID OR UNENFORCEABLE
PROVISION AS MAY BE POSSIBLE AND BE LEGAL, VALID, AND ENFORCEABLE.
12.
GOVERNING LAW.
THIS AGREEMENT WILL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE SUBSTANTIVE
LAWS OF THE STATE OF KANSAS, WITHOUT GIVING