THE PERFORMANCE OF THE SERVICES
UNDER THIS AGREEMENT.
CONSULTANT SHALL SUBMIT TO COMPANY ITEMIZED STATEMENTS,
IN A FORM SATISFACTORY TO COMPANY, OF SUCH EXPENSES INCURRED.
COMPANY SHALL PAY
TO CONSULTANT AMOUNTS SHOWN ON EACH SUCH STATEMENT WITHIN THIRTY (30) DAYS AFTER
RECEIPT THEREOF.
3.3
BENEFITS.
CONSULTANT SHALL NOT BE ENTITLED
TO RECEIVE ANY OTHER COMPENSATION OR ANY BENEFITS, COVERAGES OR PRIVILEGES,
INCLUDING, WITHOUT LIMITATION, SOCIAL SECURITY, MEDICAL OR PENSION PAYMENTS,
MADE AVAILABLE TO EMPLOYEES OF COMPANY.
EXCEPT AS OTHERWISE REQUIRED BY LAW,
COMPANY SHALL NOT WITHHOLD ANY SUMS OR PAYMENTS MADE TO CONSULTANT FOR SOCIAL
SECURITY OR OTHER FEDERAL, STATE OR LOCAL TAX LIABILITIES OR CONTRIBUTIONS, AND
ALL WITHHOLDINGS, LIABILITIES, AND CONTRIBUTIONS SHALL BE SOLELY CONSULTANT'S
RESPONSIBILITY.
COMPANY SHALL ISSUE A FORM 1099 TO CONSULTANT AT THE
APPROPRIATE TIME.
FURTHER, CONSULTANT UNDERSTANDS AND AGREES THAT THE SERVICES
ARE NOT COVERED UNDER THE UNEMPLOYMENT COMPENSATION LAWS AND ARE NOT INTENDED TO
BE COVERED BY WORKERS' COMPENSATION LAWS.
4.
TERMINATION.
EITHER PARTY MAY, WITHOUT
PREJUDICE TO ANY RIGHT OR REMEDY IT MAY HAVE DUE TO ANY FAILURE OF THE OTHER
PARTY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, TERMINATE THE TERM UPON
TEN (10) BUSINESS DAYS' PRIOR WRITTEN NOTICE TO THE OTHER PARTY.
IN THE EVENT
OF SUCH TERMINATION, CONSULTANT SHALL, UPON REQUEST, PERFORM SUCH WORK AS MAY BE
REQUESTED TO TRANSFER WORK IN PROCESS TO COMPANY OR TO A PARTY DESIGNATED BY
COMPANY.
FURTHER, IN THE EVENT OF SUCH TERMINATION, CONSULTANT SHALL BE
ENTITLED TO PAYMENT FOR SERVICES PERFORMED AND EXPENSES PAID OR INCURRED PRIOR
TO THE EFFECTIVE DATE OF TERMINATION, SUBJECT TO THE LIMITATION ON REIMBURSEMENT
OF EXPENSES SET FORTH IN SECTION 3.2.
SUCH PAYMENTS SHALL CONSTITUTE FULL
SETTLEMENT OF ANY AND ALL CLAIMS OF CONSULTANT OF EVERY DESCRIPTION AGAINST
COMPANY.
NOTWITHSTANDING THE FOREGOING, COMPANY MAY TERMINATE THE TERM,
EFFECTIVE IMMEDIATELY UPON RECEIPT OF WRITTEN NOTICE, IF CONSULTANT BREACHES OR
THREATENS TO BREACH ANY PROVISION OF SECTION 6.
THE PROVISIONS OF SECTIONS 4,
6, 7 AND 12 HEREUNDER SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
5.
COOPERATION.
CONSULTANT SHALL USE ITS
BEST EFFORTS IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
COMPANY SHALL PROVIDE SUCH ACCESS TO ITS INFORMATION AND PROPERTY AS MAY BE
REASONABLY REQUIRED IN ORDER TO PERMIT CONSULTANT TO PERFORM ITS OBLIGATIONS
HEREUNDER.
CONSULTANT SHALL COOPERATE WITH COMPANY'S PERSONNEL, SHALL NOT
INTERFERE WITH THE CONDUCT OF COMPANY'S BUSINESS AND SHALL OBSERVE ALL RULES,
REGULATIONS AND SECURITY REQUIREMENTS OF COMPANY AND OF ANY RELEVANT STATE AND
FEDERAL AUTHORITIES.
6.
INVENTIONS AND PROPRIETARY INFORMATION.
6.1
INVENTIONS.
(A)
ALL INVENTIONS, DISCOVERIES, IDEAS,
COMPUTER PROGRAMS, DATA, TECHNOLOGY, DESIGNS, WORKS, INNOVATIONS AND
IMPROVEMENTS (WHETHER OR NOT PATENTABLE AND WHETHER OR NOT COPYRIGHTABLE)
("INVENTIONS") ARISING OUT OF INFORMATION GAINED OR SERVICES PERFORMED UNDER
THIS AGREEMENT, WHICH ARE MADE, CONCEIVED, REDUCED TO PRACTICE, CREATED,
WRITTEN, DESIGNED OR DEVELOPED BY CONSULTANT, SOLELY OR JOINTLY WITH OTHERS, AND
WHETHER DURING NORMAL BUSINESS HOURS OR OTHERWISE, DURING THE TERM OR
THEREAFTER, SHALL BE THE SOLE PROPERTY OF COMPANY.
CONSULTANT HEREBY ASSIGNS TO
COMPANY ALL INVENTIONS AND