MEANS OF THE PERSONAL
PERFORMANCE OF THE SAME BY THE CONSULTANT WITH EFFECT FROM THE DATE OF THIS
AGREEMENT ON A CONTINUING BASIS UNLESS AND UNTIL TERMINATED AT ANY TIME BY THE
COMPANY GIVING TO THE CONSULTANT NO LESS THAN TWO (2 MONTHS) PRIOR WRITTEN
NOTICE.
2.2
THE CONSULTANT MAY FORTHWITH TERMINATE THIS AGREEMENT BY
PROVIDING FIFTEEN (15) DAYS WRITTEN NOTICE TO THE COMPANY.
2.3
THE COMPANY AGREES THAT THE CONSULTING SERVICES SHALL, UNLESS
OTHERWISE MUTUALLY AGREED BETWEEN THE PARTIES, BE PERFORMED BY THE CONSULTANT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 4.
Page 3 of 12
3.
INDEPENDENT CONTRACTOR
3.1
THE PARTIES TO THIS AGREEMENT ARE INDEPENDENT BUSINESSES AND IT
IS INTENDED THAT BOTH PARTIES SHALL RETAIN THEIR INDEPENDENCE.
THE CONSULTANT
SHALL BE AND SHALL ACT SOLELY AS AN INDEPENDENT CONSULTANT IN THE PERFORMANCE OF
ITS DUTIES AND RESPONSIBILITIES UNDER THIS AGREEMENT.
NOTHING CONTAINED IN THIS
AGREEMENT OR IN THE RELATIONSHIP OF THE COMPANY AND THE CONSULTANT SHALL BE
REGARDED OR CONSTRUED AS CREATING ANY RELATIONSHIP (EMPLOYER/EMPLOYEE, JOINT
VENTURE, ASSOCIATION, OR PARTNERSHIP) BETWEEN THE PARTIES OTHER THAN AS
EXPRESSLY SET FORTH HEREIN.
3.2
THE PARTIES FURTHER AGREE THAT THE CONSULTANT IS NOT AUTHORIZED
TO ASSUME OR TO CREATE ANY OBLIGATION OF ANY KIND, EXPRESS OR IMPLIED, ON BEHALF
OF THE COMPANY OR TO BIND THE COMPANY IN ANY RESPECT WHATSOEVER, UNLESS
OTHERWISE EXPRESSLY AUTHORIZED TO DO SO BY THE COMPANY.
3.3
SUBJECT TO THE CONSULTANT'S PERFORMANCE OF ITS OBLIGATIONS
UNDER SECTION 4 BELOW THE CONSULTANT SHALL BE FREE TO DEVOTE TO THE CONSULTANT'S
CONSULTING BUSINESS SUCH PORTION OF THE CONSULTANT'S TIME, ENERGY, EFFORTS AND
SKILL AS THE CONSULTANT SEES FIT.
4.
CONSULTANT'S SERVICES
4.1
THE CONSULTANT SHALL PROVIDE THE CONSULTING SERVICES, PLUS SUCH
FURTHER AND OTHER SERVICES AS MAY BE REQUESTED BY THE COMPANY AND AGREED TO BE
PROVIDED BY THE CONSULTANT FROM TIME TO TIME.
4.2
THE CONSULTANT SHALL KEEP AND SUBMIT TO THE COMPANY ACCURATE
RECORDS OF ALL TIME SPENT IN THE PERFORMANCE OF CONSULTING SERVICES FOR AND ON
BEHALF OF THE COMPANY SHOWING SUCH DETAIL AS THE COMPANY AND THE CONSULTANT
SHALL FROM TIME TO TIME AGREE.
4.3
THE CONSULTANT SHALL DEVOTE ITS BEST EFFORTS TO THE PERFORMANCE
OF THE CONSULTING SERVICES AND TO SUCH OTHER SERVICES AS MAY BE REASONABLY
REQUESTED BY THE COMPANY AND HEREBY AGREES TO PROVIDE THE CONSULTING SERVICES TO
THE COMPANY FOR A MAXIMUM OF TWO HUNDRED AND TWENTY (220) DAYS PER YEAR.
HOWEVER, THE PARTIES ACKNOWLEDGE THAT THE ACTUAL PERIOD WILL BE FLEXIBLE.
4.4
THE CONSULTANT SHALL ENSURE THAT IT POSSESSES A SUFFICIENT
WORKING KNOWLEDGE OF THE COMPANY'S ACTIVITIES, AND PRODUCTS, AS NECESSARY TO
FULFILL THE CONSULTANT'S OBLIGATIONS HEREUNDER.
4.5
THE CONSULTANT SHALL ENSURE THAT IT AND ITS AGENTS, EMPLOYEES
AND REPRESENTATIVES COMPLY WITH ALL POLICIES, PRACTICES, LAWS AND REGULATIONS
APPLICABLE AT THE PREMISES OR FACILITIES AT WHICH THE CONSULTING SERVICES ARE TO
BE PERFORMED.
4.6
THE CONSULTANT AGREES THAT IT:
(A)
IS SOLELY RESPONSIBLE FOR THE CALCULATION, WITHHOLDING AND
REMITTANCE OF ALL TAXES AND OTHER STATUTORY DEDUCTIONS AND