BE SOLELY RESPONSIBLE FOR OBTAINING WORKERS COMPENSATION INSURANCE AND
COMPLYING WITH THE WORKERS' COMPENSATION LAWS.
IN THE EVENT THAT THE INTERNAL
REVENUE SERVICE OR ANY OTHER STATE OR FEDERAL AGENCY CHALLENGES THE INDEPENDENT
CONTRACTOR STATUS OF ADVISOR, THE PARTIES AGREE THAT ADVISOR AND COMPANY SHALL
HAVE THE RIGHT TO PARTICIPATE IN ANY DISCUSSION OR NEGOTIATION OCCURRING WITH
THE INTERNAL REVENUE SERVICE OR SUCH AGENCY REGARDING THIS AGREEMENT OR THE
SERVICES PROVIDED UNDER THIS AGREEMENT.
This Agreement is for the benefit of the Advisor and the Company, and is not
intended to create rights or obligations of either party for the benefit of
third parties, including, without limitation, the creditors of the Company.
5
C.
COMPANY ACKNOWLEDGES ITS UNDERSTANDING
THAT ADVISOR IS NOT REGISTERED AS A BROKER/DEALER UNDER SECTION 3(A)(4)(A) OF
THE SECURITIES EXCHANGE ACT OF 1934 ("THE ACT") AND THAT ADVISOR'S STANDING
UNDER THE ACT DOES NOT NEGATE COMPANY'S OBLIGATIONS OR COMMITMENTS UNDER THIS
AGREEMENT IN ANY WAY.
13.
TERMINATION AND OTHER PROVISIONS:
A.
EITHER PARTY HEREUNDER MAY TERMINATE THIS
AGREEMENT BY GIVING AT LEAST THIRTY (30) DAYS' PRIOR WRITTEN NOTICE TO THE OTHER
PARTY.
B.
THE APPLICABLE PROVISIONS OF THIS
AGREEMENT (INCLUDING MATHSTAR'S LIABILITY FOR PAYMENT) SHALL SURVIVE AND REMAIN
IN FULL FORCE AND EFFECT NOTWITHSTANDING ANY TERMINATION OF THIS AGREEMENT,
WHETHER THROUGH PASSAGE OF TIME OR OTHERWISE.
C.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR
MORE COUNTERPARTS.
D.
IF THIS AGREEMENT, A PROVISION HEREOF OR
PORTION OF A PROVISION HEREOF, SHALL BE HELD TO BE INVALID, ILLEGAL OR
UNENFORCEABLE WITHIN ANY GOVERNMENTAL JURISDICTION, SUCH INVALIDITY, ILLEGALITY
OR UNENFORCEABILITY SHALL NOT EFFECT ANY OTHER PROVISION OR THE REMAINDER OF THE
INVALID, ILLEGAL OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.
THIS AGREEMENT
SHALL BE CONSTRUED AS IF SUCH INVALID, ILLEGAL OR UNENFORCEABLE PROVISION OR
PORTION THEREOF HAD NEVER BEEN CONTAINED HEREIN AND THERE SHALL BE DEEMED
SUBSTITUTED SUCH OTHER PROVISION OR PORTION THEREOF AS WILL MOST NEARLY
ACCOMPLISH THE PARTIES' INTENT TO THE EXTENT PERMITTED BY APPLICABLE LAW.
E.
THE FAILURE TO ENFORCE AT ANY TIME ANY
OF THE PROVISIONS OF THIS AGREEMENT OR TO REQUIRE AT ANY TIME PERFORMANCE BY THE
OTHER PARTY OF ANY OF THE PROVISIONS HEREOF SHALL IN NO WAY BE CONSTRUED TO BE A
WAIVER OF SUCH PROVISIONS OR TO AFFECT EITHER THE VALIDITY OF THIS AGREEMENT OR
ANY PART HEREOF, OR THE RIGHT OF EITHER PARTY THEREAFTER TO ENFORCE EACH AND
EVERY PROVISION IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
F.
THIS AGREEMENT CONTAINS THE ENTIRE
AGREEMENT OF THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF.
THE PARTIES
HEREBY ACKNOWLEDGE THAT THERE ARE NO AGREEMENTS OR UNDERSTANDINGS OF ANY NATURE,
ORAL OR WRITTEN, REGARDING THEIR RELATIONSHIP APART FROM THIS AGREEMENT.
G.
THIS AGREEMENT SUPERSEDES ALL OTHER
AGREEMENTS BETWEEN THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF AND NO
AMENDMENT HERETO SHALL BE OF ANY FORCE OR EFFECT UNLESS SIGNED BY BOTH OF THE
PARTIES HERETO.
H.
ALL NOTICES, REQUESTS, CONSENTS, AND OTHER
COMMUNICATIONS REQUIRED OR PERMITTED TO BE GIVEN HEREUNDER SHALL BE