TO THE BEST INTERESTS OF THE
COMPANY OR CONTRARY TO THE DUTIES OF THE CONTRACTOR AS CONTEMPLATED HEREIN.
6.2
OTHER ACTIVITIES.
THE CONTRACTOR SHALL NOT BE PRECLUDED
FROM ACTING IN A FUNCTION SIMILAR TO THAT CONTEMPLATED UNDER THIS AGREEMENT FOR
ANY OTHER PERSON, FIRM OR COMPANY.
ARTICLE VII
MISCELLANEOUS
7.1
NOTICES.
ALL NOTICES REQUIRED OR ALLOWED TO BE GIVEN
UNDER THIS AGREEMENT SHALL BE MADE EITHER PERSONALLY BY DELIVERY TO OR BY
FACSIMILE TRANSMISSION TO THE ADDRESS PROVIDED ON THE FIRST PAGE OF THIS
AGREEMENT, OR TO SUCH OTHER ADDRESS AS MAY BE DESIGNATED FROM TIME TO TIME BY
SUCH PARTY IN WRITING.
7.2
INDEPENDENT LEGAL ADVICE.
THE
CONTRACTOR ACKNOWLEDGES THAT:
(A)
THE CONTRACTOR HAS BEEN REQUESTED TO OBTAIN HIS OWN INDEPENDENT LEGAL
ADVICE ON THIS AGREEMENT PRIOR TO SIGNING THIS AGREEMENT;
(B)
THE CONTRACTOR HAS BEEN GIVEN ADEQUATE TIME TO OBTAIN INDEPENDENT LEGAL
ADVICE;
(C)
BY SIGNING THIS AGREEMENT, THE CONTRACTOR CONFIRMS THAT HE FULLY
UNDERSTANDS THIS AGREEMENT; AND
7
(D)
BY SIGNING THIS AGREEMENT WITHOUT FIRST OBTAINING INDEPENDENT LEGAL
ADVICE, THE CONTRACTOR WAIVES HIS RIGHT TO OBTAIN INDEPENDENT LEGAL ADVICE.
7.3
CHANGE OF ADDRESS.
ANY PARTY MAY, FROM TIME TO TIME,
CHANGE ITS ADDRESS FOR SERVICE HEREUNDER BY WRITTEN NOTICE TO THE OTHER PARTY IN
THE MANNER AFORESAID.
7.4
ENTIRE AGREEMENT.
AS OF FROM THE DATE HEREOF, ANY AND ALL
PREVIOUS AGREEMENTS, WRITTEN OR ORAL BETWEEN THE PARTIES HERETO OR ON THEIR
BEHALF RELATING TO THE APPOINTMENT OF THE CONTRACTOR BY THE COMPANY ARE NULL AND
VOID.
THE PARTIES HERETO AGREE THAT THEY HAVE EXPRESSED HEREIN THEIR ENTIRE
UNDERSTANDING AND AGREEMENT CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT AND
IT IS EXPRESSLY AGREED THAT NO IMPLIED COVENANT, CONDITION, TERM OR RESERVATION
OR PRIOR REPRESENTATION OR WARRANTY SHALL BE READ INTO THIS AGREEMENT RELATING
TO OR CONCERNING THE SUBJECT MATTER HEREOF OR ANY MATTER OR OPERATION PROVIDED
FOR HEREIN.
7.5
FURTHER ASSURANCES.
EACH PARTY HERETO WILL PROMPTLY AND
DULY EXECUTE AND DELIVER TO THE OTHER PARTY SUCH FURTHER DOCUMENTS AND
ASSURANCES AND TAKE SUCH FURTHER ACTION AS SUCH OTHER PARTY MAY FROM TIME TO
TIME REASONABLY REQUEST IN ORDER TO MORE EFFECTIVELY CARRY OUT THE INTENT AND
PURPOSE OF THIS AGREEMENT AND TO ESTABLISH AND PROTECT THE RIGHTS AND REMEDIES
CREATED OR INTENDED TO BE CREATED HEREBY.
7.6
WAIVER.
NO PROVISION HEREOF SHALL BE DEEMED WAIVED AND NO
BREACH EXCUSED, UNLESS SUCH WAIVER OR CONSENT EXCUSING THE BREACH IS MADE IN
WRITING AND SIGNED BY THE PARTY TO BE CHARGED WITH SUCH WAIVER OR CONSENT.
A
WAIVER BY A PARTY OF ANY PROVISION OF THIS AGREEMENT SHALL NOT BE CONSTRUED AS A
WAIVER OF A FURTHER BREACH OF THE SAME PROVISION.
7.7
AMENDMENTS IN WRITING.
NO AMENDMENT, MODIFICATION OR
RESCISSION OF THIS AGREEMENT SHALL BE EFFECTIVE UNLESS SET FORTH IN WRITING AND
SIGNED BY THE PARTIES HERETO.
7.8
ASSIGNMENT.
EXCEPT AS HEREIN EXPRESSLY PROVIDED, THE
RESPECTIVE RIGHTS AND OBLIGATIONS OF THE CONTRACTOR AND THE COMPANY UNDER
THIS
AGREEMENT SHALL NOT BE ASSIGNABLE BY EITHER PARTY WITHOUT THE WRITTEN