IN THIS
AGREEMENT SHALL BE TAKEN TO IMPLY ANY RELATIONSHIP OF PARTNERSHIP, AGENCY OR
EMPLOYER AND EMPLOYEE BETWEEN THE COMPANY AND THE CONTRACTOR OR THE COMPANY AND
HANLON.
THE CONTRACTOR SHALL BE AN INDEPENDENT CONTRACTOR, AND NOT AN EMPLOYEE
OF THE COMPANY, WITHIN THE MEANING OF ALL FEDERAL, STATE AND LOCAL LAWS AND
REGULATIONS GOVERNING EMPLOYMENT INSURANCE, WORKERS' COMPENSATION, INDUSTRIAL
ACCIDENTS, LABOR AND TAXES.
NEITHER THE CONTRACTOR NOR HANLON SHALL, BY REASON
OF THIS AGREEMENT, ACQUIRE ANY BENEFITS, PRIVILEGES OR RIGHTS UNDER ANY BENEFIT
PLAN OPERATED BY THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES FOR THE BENEFIT
OF THEIR EMPLOYEES, INCLUDING, WITHOUT LIMITATION, (I) ANY PENSION OR
PROFIT-SHARING PLANS OR (II) ANY PLANS PROVIDING MEDICAL, DENTAL, DISABILITY OR
LIFE INSURANCE PROTECTION.
SECTION 6.
MISCELLANEOUS.
(A)
WITHHOLDING.
CONTRACTOR SHALL BE SOLELY RESPONSIBLE, AND THE
COMPANY SHALL NOT WITHHOLD FROM ANY AMOUNTS PAYABLE HEREUNDER, FOR ALL FEDERAL,
STATE, COUNTY AND/OR LOCAL TAXES PAYABLE WITH RESPECT TO ANY AND ALL PAYMENTS
HEREUNDER.
(B)
INDEMNIFICATION.
CONTRACTOR AND HANLON SHALL INDEMNIFY AND HOLD
HARMLESS THE COMPANY AGAINST ALL COSTS, CHARGES, PENALTIES AND EXPENSES
WHATSOEVER INCURRED OR SUSTAINED BY THE COMPANY IN CONNECTION WITH THE
APPOINTMENT THAT ARISE OUT OF ANY FAILURE ON THE PART OF THE COMPANY OR THE
CONTRACTOR TO PAY WITHHOLDING TAXES ON BEHALF OF THE CONTRACTOR OR HANLON FOR
SERVICES WHICH THE CONTRACTOR CAUSES HANLON TO PERFORM FOR THE COMPANY PURSUANT
TO THIS AGREEMENT, AS MAY BE REQUIRED UNDER ANY APPLICABLE FEDERAL, STATE,
COUNTY OR OTHER APPLICABLE TAX LAWS.
(C)
NOTICES.
(I)
ALL COMMUNICATIONS UNDER THIS AGREEMENT SHALL BE IN WRITING AND
SHALL BE DELIVERED BY HAND OR MAILED BY OVERNIGHT COURIER OR BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID:
(1)
IF TO THE CONTRACTOR, AT
,
(FACSIMILE:
(
), OR AT SUCH OTHER ADDRESS OR FACSIMILE NUMBER AS THE
CONTRACTOR MAY HAVE FURNISHED THE COMPANY IN WRITING, OR
(2)
IF TO THE COMPANY, KENNETH C.
CLEVELAND, 2550 EL PRESIDIO STREET,
LONG BEACH, CA 90810-1193 (FACSIMILE:
(310) 637-9807), MARKED FOR THE ATTENTION
OF THE CHIEF EXECUTIVE OFFICER, OR AT SUCH OTHER ADDRESS OR FACSIMILE NUMBER AS
IT MAY HAVE FURNISHED IN WRITING TO THE CONTRACTOR,
2
(II)
ANY NOTICE SO ADDRESSED SHALL BE DEEMED TO BE GIVEN:
IF
DELIVERED BY HAND, ON THE DATE OF SUCH DELIVERY; IF MAILED BY COURIER, ON THE
FIRST BUSINESS DAY FOLLOWING THE DATE OF SUCH MAILING; AND IF MAILED BY
REGISTERED OR CERTIFIED MAIL, ON THE THIRD BUSINESS DAY AFTER THE DATE OF SUCH
MAILING.
(D)
ENTIRE AGREEMENT AMENDMENT AND WAIVER.
THIS AGREEMENT CONSTITUTES
THE ENTIRE UNDERSTANDING OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER
HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
SUBJECT MATTER HEREOF AMONG SUCH PARTIES.
THIS AGREEMENT MAY BE AMENDED, AND
THE OBSERVANCE OF ANY TERM OF THIS AGREEMENT MAY BE WAIVED, WITH (AND ONLY WITH)
THE WRITTEN CONSENT OF EACH OF THE PARTIES HERETO.
(E)
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA