WITH THE PERFORMANCE OF THE TERMS OF THIS AGREEMENT, PROVIDED THAT
SUCH REIMBURSEMENT IS DIRECTLY RELATED TO THE CONSULTING SERVICES.
THE
CONSULTANT SHALL PROVIDE THE COMPANY WITH DOCUMENTATION EVIDENCING ALL REQUESTS
FOR REIMBURSEMENT OF SUCH EXPENSES.
5.
ASSIGNMENT OF RIGHTS.
THE RIGHTS AND OBLIGATIONS OF THE
CONSULTANT UNDER THIS AGREEMENT ARE PERSONAL RIGHTS AND OBLIGATIONS OF THE
CONSULTANT, INCLUDING THE OBLIGATIONS TO HAVE ALL CONSULTING SERVICES PERFORMED
BY THE CONSULTANT, AND MAY NOT BE ASSIGNED OR TRANSFERRED TO ANY OTHER PERSON,
FIRM, CORPORATION, OR OTHER ENTITY WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY.
THE COMPANY MAY ASSIGN OR TRANSFER ITS RIGHTS UNDER THIS AGREEMENT TO
ANY ENTITY OF WHICH THE COMPANY OWNS MORE THAN FIFTY (50%) PERCENT OF THE VOTING
INTERESTS, PROVIDED THAT (I) THE COMPANY SHALL REMAIN JOINTLY AND SEVERALLY
LIABLE WITH SUCH ASSIGNEE OR TRANSFEREE FOR THE PAYMENT OF THE FEE AND (II) ANY
SUCH ASSIGNEE OR TRANSFEREE EXPRESSLY ASSUMES THE OBLIGATIONS OF THE COMPANY
PROVIDED UNDER THIS AGREEMENT.
6.
TERMINATION.
THE COMPANY OR THE CONSULTANT MAY TERMINATE THIS
AGREEMENT AT ANY TIME UPON THIRTY (30) DAYS WRITTEN NOTICE TO THE OTHER PARTY.
7.
RIGHTS AND OBLIGATIONS UPON TERMINATION.
UPON TERMINATION OF
THIS AGREEMENT THE COMPANY'S OBLIGATION TO PAY ANY AMOUNTS TO THE CONSULTANT,
EXCEPT FOR ANY PORTION OF THE FEE EARNED OR REIMBURSEMENT OF ANY EXPENSES
INCURRED, PRIOR TO SUCH TERMINATION, SHALL CEASE.
8.
ACKNOWLEDGMENTS BY THE CONSULTANT.
THE CONSULTANT HEREBY
ACKNOWLEDGES THAT:
(A)
THE CONSULTANT'S SOLE REMUNERATION FOR THE SERVICES DESCRIBED
HEREIN WILL BE THE AMOUNTS DESCRIBED IN SECTIONS 3 AND 4 ABOVE, AND THE
CONSULTANT AGREES THAT HE SHALL NOT BE ENTITLED TO ANY OTHER PAYMENTS FOR HIS
SERVICES, INCLUDING, WITHOUT LIMITATION, SALARY, BONUSES, COMMISSIONS OR
BENEFITS.
(B)
THE CONSULTANT SHALL BE SOLELY RESPONSIBLE FOR ALL TAXES
(INCLUDING EMPLOYMENT AND INCOME TAXES) AND FEES LAWFULLY DUE AS A RESULT OF THE
PERFORMANCE OF HIS DUTIES HEREUNDER.
NO PART OF THE CONSULTANT'S COMPENSATION
UNDER THIS AGREEMENT WILL BE SUBJECT TO WITHHOLDING FOR ANY FEDERAL, STATE,
SOCIAL SECURITY, WORKER'S COMPENSATION OR OTHER TAXES OR PAYMENTS.
THE COMPANY
WILL REPORT ALL FEES PAID TO THE CONSULTANT TO THE INTERNAL REVENUE SERVICE AND
ANY OTHER APPLICABLE TAXING AUTHORITIES ON FORM 1099 OR OTHER APPROPRIATE
FORMS.
THE CONSULTANT AGREES THAT HE WILL BE OBLIGATED TO REPORT AS INCOME, AND
TO PAY ALL TAXES UPON, ALL AMOUNTS RECEIVED BY THE CONSULTANT PURSUANT TO THIS
AGREEMENT.
THE CONSULTANT AGREES TO INDEMNIFY AND HOLD THE COMPANY HARMLESS
FROM AND AGAINST ANY TAXES, PENALTIES OR INTEREST THAT MAY BE ASSESSED BY THE
INTERNAL REVENUE SERVICE OR ANY STATE DEPARTMENT OF REVENUE IN CONNECTION WITH
THE PAYMENTS MADE BY THE COMPANY TO THE CONSULTANT PURSUANT TO THIS AGREEMENT.
(C)
THE CONSULTANT IS NOT AUTHORIZED TO ENTER INTO CONTRACTS OR
AGREEMENTS ON BEHALF OF THE COMPANY OR TO OTHERWISE CREATE OBLIGATIONS OF THE
COMPANY OR TO THIRD PARTIES IN PERFORMING THE CONSULTING SERVICES UNDER THIS
AGREEMENT.
2
(D)
THE CONSULTANT ACKNOWLEDGES AND AGREES THAT SECTION 8 (ENTITLED
COVENANTS NOT TO COMPETE OR SOLICIT) OF