ELECTIONS HEREIN CONTAINED OR PERMITTED BY LAW
WILL NOT CONSTITUTE OR BE CONSTRUED AS A WAIVER OR RELINQUISHMENT FOR THE FUTURE
OF SUCH TERM, CONDITION, RIGHT, REMEDY OR ELECTION, BUT THE SAME WILL CONTINUE
AND REMAIN IN FULL FORCE AND EFFECT.
EXCEPT TO THE EXTENT THAT THE COMPANY'S
RIGHTS OF TERMINATION ARE LIMITED HEREIN, ALL RIGHTS AND REMEDIES THAT THE
COMPANY OR SFM MAY HAVE AT LAW, IN EQUITY OR OTHERWISE UPON BREACH OF ANY TERM
OR CONDITION OF THIS AGREEMENT, WILL BE DISTINCT, SEPARATE AND CUMULATIVE RIGHTS
AND REMEDIES AND NO ONE OF THEM, WHETHER EXERCISED BY THE COMPANY OR SFM OR NOT,
WILL BE DEEMED TO BE IN EXCLUSION OF ANY OTHER RIGHT OR REMEDY OF THE COMPANY OR
SFM.
5
15.
ENTIRE AGREEMENT; AMENDMENT; CERTAIN TERMS.
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH
RESPECT TO THE MATTERS HEREIN CONTAINED AND SUPERSEDES AND PREEMPTS ANY PRIOR
UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS BY OR AMONG THE PARTIES, WRITTEN
OR ORAL, WHICH MAY HAVE RELATED TO THE SUBJECT MATTER HEREOF IN ANY WAY.
THE
PROVISIONS OF THIS AGREEMENT MAY BE AMENDED ONLY WITH THE PRIOR WRITTEN CONSENT
OF THE COMPANY AND SFM. THE TERMS AFFILIATE AND ASSOCIATE WILL HAVE THE MEANING
ATTRIBUTED TO THOSE TERMS BY THE RULES AND REGULATIONS OF THE SECURITIES AND
EXCHANGE COMMISSION.
16.
SFM AN INDEPENDENT CONTRACTOR.
SFM AND THE
COMPANY AGREE THAT SFM SHALL PERFORM THE SERVICES HEREUNDER AS AN INDEPENDENT
CONTRACTOR, RETAINING CONTROL OVER AND RESPONSIBILITY FOR ITS OWN OPERATIONS AND
PERSONNEL.
NEITHER SFM NOR ITS PRINCIPALS, MEMBERS, DIRECTORS, OFFICERS OR
EMPLOYEES SHALL BE CONSIDERED EMPLOYEES OR AGENTS OF THE COMPANY AS A RESULT OF
THIS AGREEMENT NOR SHALL ANY OF THEM HAVE AUTHORITY TO CONTRACT IN THE NAME OF
OR BIND THE COMPANY, EXCEPT AS EXPRESSLY AGREED TO IN WRITING BY THE COMPANY.
17.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED
AND DELIVERED BY EACH PARTY HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN
SO EXECUTED AND DELIVERED SHALL BE DEEMED AN ORIGINAL AND BOTH OF WHICH TAKEN
TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
18.
CHOICE OF LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF
DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW
PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION)
THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE
STATE OF DELAWARE.
19.
CONSENT TO JURISDICTION.
THE COMPANY AND SFM
HEREBY IRREVOCABLY AGREE THAT ANY SUIT, ACTION, PROCEEDING OR CLAIM AGAINST IT
ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT, OR ANY JUDGMENT ENTERED
BY ANY COURT IN RESPECT THEREOF, MAY BE BROUGHT OR ENFORCED IN THE STATE OR
FEDERAL COURTS LOCATED IN THE STATE OF DELAWARE AND THE COMPANY HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY PROCEEDING BROUGHT IN THE