SHALL OBTAIN THE
1
APPROVAL OF THE COMPANY BEFORE COMMENCING ANY NEW PROJECT UNDER THIS AGREEMENT.
CONSULTANT SHALL BE RESPONSIBLE FOR OBTAINING, AT CONSULTANT'S EXPENSE, ALL
LICENSES AND PERMITS, AND ANY INSURANCE, REQUIRED FOR THE PERFORMANCE OF HIS
SERVICES HEREUNDER.
C.
TAXES.
UNDER THIS AGREEMENT, CONSULTANT SHALL BE TREATED AS AN
INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE FOR FEDERAL TAX PURPOSES AND FOR
ALL OTHER TAX PURPOSES.
CONSULTANT SHALL BE SOLELY RESPONSIBLE FOR PAYMENT OF
ANY AND ALL APPLICABLE TAXES, PENALTIES, AND INTEREST WITH REGARD TO PAYMENTS
MADE IN ACCORDANCE WITH THIS AGREEMENT, AND CONSULTANT SHALL INDEMNIFY THE
COMPANY AGAINST, AND HOLD IT HARMLESS FROM, ANY AND ALL TAXES, PENALTIES, AND
INTEREST ASSESSED BY ANY TAXING AUTHORITY AS A RESULT OF PAYMENTS MADE IN
ACCORDANCE WITH THIS AGREEMENT.
THE COMPANY SHALL HAVE NO DUTY OR OBLIGATION TO
MAKE ANY WITHHOLDING AS PART OF SUCH PAYMENTS.
2.
SERVICES.
A.
M&A AND OTHER SERVICES.
UNDER THIS AGREEMENT, CONSULTANT SHALL
PERFORM SERVICES (I) RELATING TO CONSULTING ABOUT MERGERS AND ACQUISITIONS ("M&A
CONSULTING"); AND (II) RELATING TO SUCH OTHER MATTERS AS AGREED UPON BY THE
PARTIES.
THE CONSULTANT SHALL REPORT TO THE CHIEF EXECUTIVE OFFICER OF THE
COMPANY (THE "CEO") OR THE CEO'S DESIGNEE.
THE SERVICES TO BE PROVIDED BY
CONSULTANT PURSUANT TO THIS AGREEMENT MAY BE AMENDED OR SUPPLEMENTED FROM TIME
TO TIME BY THE WRITTEN AGREEMENT OF THE PARTIES, WITHOUT OTHERWISE AFFECTING
THIS AGREEMENT.
B.
LITIGATION SUPPORT.
THE CONSULTANT SHALL COOPERATE FULLY WITH
THE COMPANY, SPECIFICALLY INCLUDING ANY ATTORNEY RETAINED BY THE COMPANY OR ITS
AFFILIATES, IN CONNECTION WITH THE PROSECUTION OR DEFENSE OF ANY PENDING OR
FUTURE LITIGATION, ARBITRATION, BUSINESS, OR INVESTIGATORY MATTER.
SUCH
COOPERATION MAY INCLUDE, BUT SHALL NOT BE LIMITED TO, THE CONSULTANT MAKING
HIMSELF AVAILABLE FOR INTERVIEWS BY ANY SUCH ATTORNEY, AND PROVIDING DIRECTION,
DOCUMENTS AND/OR INFORMATION TO THE EXTENT FEASIBLE.
WHEN FEASIBLE, THE COMPANY
WILL PROVIDE CONSULTANT WITH REASONABLE NOTICE OF THE NEED FOR SUCH ASSISTANCE,
TO SCHEDULE SUCH ASSISTANCE IN SUCH A MANNER AS NOT TO INTERFERE WITH ANY
EMPLOYMENT OBTAINED BY THE CONSULTANT.
3.
TERM AND TERMINATION.
A.
TERM.
THE TERM OF THIS AGREEMENT IS TWENTY-SIX (26) MONTHS FROM
THE EFFECTIVE DATE (THE "TERM").
THIS AGREEMENT WILL TERMINATE OF ITS OWN
ACCORD AND WITHOUT PRIOR NOTICE AT THE CONCLUSION OF THE TERM, WITHOUT ANY
FURTHER ACTION REQUIRED BY EITHER PARTY, UNLESS TERMINATED EARLIER AS PROVIDED
HEREIN, OR UNLESS THE PARTIES RENEW OR EXTEND THIS AGREEMENT BY SEPARATE WRITTEN
ADDENDUM.
B.
CAUSE TERMINATION.
THE COMPANY MAY TERMINATE THIS AGREEMENT AT
ANY TIME WITHOUT NOTICE, FOR CAUSE.
FOR THE PURPOSE OF THIS PARAGRAPH, "CAUSE"
SHALL MEAN (I) CONSULTANT'S FELONY CONVICTION; (II) CONSULTANT'S THEFT,
MISAPPROPRIATION AND/OR MISDIRECTION OF COMPANY FUNDS AND/OR PROPERTY;
(III) CONSULTANT'S MISAPPROPRIATION AND/OR MISDIRECTION OF COMPANY BUSINESS
OPPORTUNITIES; AND/OR (IV) CONSULTANT'S MATERIAL VIOLATION OF THIS AGREEMENT;
PROVIDED, HOWEVER, THAT WITH RESPECT TO CLAUSES (III) AND (IV) OF THIS
PARAGRAPH, IF THE CAUSE IN ISSUE IS SUSCEPTIBLE TO CURE, THEN COMPANY SHALL
PROVIDE CONSULTANT WITH ADVANCE WRITTEN NOTICE OF SUCH CAUSE, AND A FIFTEEN