BE TAKEN TO IMPLY ANY RELATIONSHIP OF PARTNERSHIP, AGENCY OR
EMPLOYER AND EMPLOYEE BETWEEN THE COMPANY AND THE CONTRACTOR OR THE COMPANY AND
CLEVELAND.
THE CONTRACTOR SHALL BE AN INDEPENDENT CONTRACTOR, AND NOT AN
EMPLOYEE OF THE COMPANY, WITHIN THE MEANING OF ALL FEDERAL, STATE AND LOCAL LAWS
AND REGULATIONS GOVERNING EMPLOYMENT INSURANCE, WORKERS' COMPENSATION,
INDUSTRIAL ACCIDENTS, LABOR AND TAXES.
NEITHER THE CONTRACTOR NOR CLEVELAND
SHALL, BY REASON OF THIS AGREEMENT, ACQUIRE ANY BENEFITS, PRIVILEGES OR RIGHTS
UNDER ANY BENEFIT PLAN OPERATED BY THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES
FOR THE BENEFIT OF THEIR EMPLOYEES, INCLUDING, WITHOUT LIMITATION, (I) ANY
PENSION OR PROFIT-SHARING PLANS OR (II) ANY PLANS PROVIDING MEDICAL, DENTAL,
DISABILITY OR LIFE INSURANCE PROTECTION.
SECTION 6.
MISCELLANEOUS.
(A)
WITHHOLDING.
CONTRACTOR SHALL BE SOLELY RESPONSIBLE, AND THE
COMPANY SHALL NOT WITHHOLD FROM ANY AMOUNTS PAYABLE HEREUNDER, FOR ALL FEDERAL,
STATE, COUNTY AND/OR LOCAL TAXES PAYABLE WITH RESPECT TO ANY AND ALL PAYMENTS
HEREUNDER.
(B)
INDEMNIFICATION.
CONTRACTOR AND CLEVELAND SHALL INDEMNIFY AND
HOLD HARMLESS THE COMPANY AGAINST ALL COSTS, CHARGES, PENALTIES AND EXPENSES
WHATSOEVER INCURRED OR SUSTAINED BY THE COMPANY IN CONNECTION WITH THE
APPOINTMENT THAT ARISE OUT OF ANY FAILURE ON THE PART OF THE COMPANY OR THE
CONTRACTOR TO PAY WITHHOLDING TAXES ON BEHALF OF THE CONTRACTOR OR CLEVELAND FOR
SERVICES WHICH THE CONTRACTOR CAUSES CLEVELAND TO PERFORM FOR THE COMPANY
PURSUANT TO THIS AGREEMENT, AS MAY BE REQUIRED UNDER ANY APPLICABLE FEDERAL,
STATE, COUNTY OR OTHER APPLICABLE TAX LAWS.
(C)
NOTICES.
(I)
ALL COMMUNICATIONS UNDER THIS AGREEMENT SHALL BE IN WRITING AND
SHALL BE DELIVERED BY HAND OR MAILED BY OVERNIGHT COURIER OR BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID:
(1)
IF TO THE CONTRACTOR, AT
,
(FACSIMILE:
(
), OR AT SUCH OTHER ADDRESS OR FACSIMILE NUMBER AS THE
EXECUTIVE MAY HAVE FURNISHED THE COMPANY IN WRITING, OR
(2)
IF TO THE COMPANY, VOLKER WYPYSZYK, 2550 EL PRESIDO STREET, LONG
BEACH, CA 90810-1193 (FACSIMILE:
(310) 637-9807), MARKED FOR THE ATTENTION OF
THE CHIEF EXECUTIVE OFFICER, OR AT SUCH OTHER ADDRESS OR
2
FACSIMILE NUMBER AS IT MAY HAVE FURNISHED IN WRITING TO THE EXECUTIVE,
(II)
ANY NOTICE SO ADDRESSED SHALL BE DEEMED TO BE GIVEN:
IF
DELIVERED BY HAND, ON THE DATE OF SUCH DELIVERY; IF MAILED BY COURIER, ON THE
FIRST BUSINESS DAY FOLLOWING THE DATE OF SUCH MAILING; AND IF MAILED BY
REGISTERED OR CERTIFIED MAIL, ON THE THIRD BUSINESS DAY AFTER THE DATE OF SUCH
MAILING.
(D)
ENTIRE AGREEMENT; AMENDMENT AND WAIVER.
THIS AGREEMENT
CONSTITUTES THE ENTIRE UNDERSTANDING OF THE PARTIES HERETO RELATING TO THE
SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS OR UNDERSTANDINGS WITH
RESPECT TO THE SUBJECT MATTER HEREOF AMONG SUCH PARTIES.
THIS AGREEMENT MAY BE
AMENDED, AND THE OBSERVANCE OF ANY TERM OF THIS AGREEMENT MAY BE WAIVED, WITH
(AND ONLY WITH) THE WRITTEN CONSENT OF EACH OF THE PARTIES HERETO.
(E)
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REFERENCE TO
PRINCIPALS OF