PROVISIONS FOR
EMPLOYMENT TAXES, WORKMEN'S COMPENSATION AND ANY SIMILAR TAXES ASSOCIATED WITH
EMPLOYMENT OF FUTURA'S PERSONNEL.
FUTURA'S EMPLOYEES SHALL NOT BE ENTITLED TO
ANY BENEFITS PAID OR MADE AVAILABLE BY CLIENT TO ITS EMPLOYEES.
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8.2
NON-SOLICITATION OBLIGATIONS.
DURING THE TERM HEREOF AND FOR A PERIOD OF
TWELVE (12) MONTHS FOLLOWING THE COMPLETION OF ANY SOW, NEITHER PARTY SHALL,
DIRECTLY OR INDIRECTLY, UNLESS AGREED TO IN WRITING BY THE OTHER PARTY, SOLICIT
FOR EMPLOYMENT OR EMPLOY, OR ACCEPT SERVICES PROVIDED BY, ANY EMPLOYEE OF THE
OTHER PARTY WHO PERFORMED ANY WORK IN CONNECTION WITH OR RELATED TO THE
SERVICES, NOR SHALL FUTURA SOLICIT WITHIN THE SCOPE OF CLIENT'S BUSINESS,
WITHOUT CLIENT'S EXPRESS PRIOR WRITTEN CONSENT ANY EMPLOYEE OF CLIENT'S CUSTOMER
INTRODUCED BY CLIENT TO FUTURA THAT PRIOR TO SUCH INTRODUCTION FUTURA OR ITS
AFFILIATES NEVER PROVIDED SERVICES TO.
9.
TERM AND TERMINATION
9.1 TERM.
THE TERM ("TERM") OF THIS AGREEMENT WILL COMMENCE ON THE EFFECTIVE
DATE AND WILL REMAIN AND CONTINUE IN EFFECT UNTIL DECEMBER 31, 2013 UNLESS
SOONER TERMINATED AS PROVIDED HEREUNDER.
INDIVIDUAL SOWS WILL TERMINATE IN
ACCORDANCE WITH THEIR SPECIFIC TERMS.
9.2 TERMINATION.
THIS AGREEMENT MAY BE TERMINATED BY EITHER PARTY (THE
"NON-BREACHING PARTY") UPON WRITTEN NOTICE TO THE OTHER PARTY IF ANY OF THE
FOLLOWING EVENTS OCCUR BY OR WITH RESPECT TO SUCH OTHER PARTY (THE "BREACHING
PARTY"):
(I) THE BREACHING PARTY COMMITS A MATERIAL BREACH OF ANY OF ITS
OBLIGATIONS HEREUNDER AND FAILS TO CURE SUCH BREACH WITHIN SIXTY (60) DAYS;
(II) ANY INSOLVENCY OF THE BREACHING PARTY, ANY FILING OF A PETITION IN
BANKRUPTCY BY OR AGAINST THE BREACHING PARTY, ANY APPOINTMENT OF A RECEIVER FOR
THE BREACHING PARTY, OR ANY ASSIGNMENT FOR THE BENEFIT OF THE BREACHING PARTY'S
CREDITORS; (III) BY EITHER PARTY PURSUANT TO SECTION 3.1; OR (IV) BY CLIENT FOR
ANY REASON OR NO REASON UPON FORTY-FIVE (45) DAYS PRIOR WRITTEN NOTICE TO
FUTURA.
9.3
TERMINATION BY FUTURA.
IN THE EVENT FUTURA TERMINATES THIS
AGREEMENT PURSUANT TO SECTION 9.2 , CLIENT SHALL (I) PAY FUTURA A TERMINATION
FEE (WHICH SHALL NOT BE CONSIDERED COMPENSATION UNDER THIS AGREEMENT) EQUAL TO
$750,000 PAYABLE WITHIN THIRTY (30) DAYS OF WRITTEN NOTICE OF TERMINATION BY
FUTURA (THE "TERMINATION FEE") AND (II) SHALL SUBLEASE (THE "SUBLEASE") UP TO
10,000 SQUARE FEET AT FUTURA'S OPTION, COMMENCING THIRTY (30) DAYS OF NOTICE OF
TERMINATION BY FUTURA AT FUTURA'S OPTION OF FUTURA'S LEASE FOR THE FACILITY
LOCATED AT 515 PENNSYLVANIA AVENUE, FORT WASHINGTON, PA, AS SET FORTH ON
EXHIBIT 2 HERETO, FOR THE DURATION OF SUCH LEASE, A
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COPY OF WHICH IS ATTACHED TO EXHIBIT 2, AND SHALL HAVE FULL RIGHTS OF USE OF
SUCH SPACE FOR CLIENT'S BUSINESS ACTIVITIES, SUBJECT TO THE TERMS AND CONDITIONS
OF SUCH LEASE.
9.4
TERMINATION BY CLIENT.
IN THE EVENT CLIENT TERMINATES THIS
AGREEMENT PURSUANT TO SECTION 9.2, CLIENT MAY RECOVER ITS ACTUAL DIRECT DAMAGES,
SUBJECT TO THE LIMITATIONS SET FORTH IN ARTICLE 7 HEREOF.
IN THE EVENT CLIENT
TERMINATES THIS AGREEMENT PURSUANT TO SECTION 9.2(I), (III) OR (IV), CLIENT
SHALL