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Independent Contractor Agreement 1
Contractors employees, breach or alleged breach of any representation, warranty or covenant in this
Agreement, and/or from the acts or omissions of Contractor or Contractors employees.
5. Termination of Agreement.
5.1 Term. This Agreement shall be effective from the date first listed above for the
period set forth on Exhibit A, or until completion of the Services, as applicable, unless sooner terminated
by either party in accordance with the terms and conditions of this Agreement (“Term”). This Agreement is
terminable by either party at any time, with or without cause, effective upon notice to the other party. If
Company exercises its right to terminate the Agreement, any obligation it may otherwise have under this
Agreement shall cease immediately, except that Company shall be obligated to compensate Contractor for
work performed up to the time of termination. If Contractor exercises its right to terminate the Agreement,
any obligation it may otherwise have under this Agreement shall cease immediately. Additionally, this
Agreement shall automatically terminate upon Contractors death. In such event, Company shall be
obligated to pay Contractors estate or beneficiaries only the accrued but unpaid compensation and
expenses due as of the date of death.
5.2 Continuing Obligations of Contractor. The provisions of Sections 1.1 (as
relates to creation and ownership of copyright), 1.2, 1.3, 2, 3, 4, 5.2, and 6 shall survive expiration or
termination of this Agreement for any reason.
6. Additional Provisions.
6.1 Go verning Law and Attorney’s Fees. This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without regard to its choice of law
principles. The parties consent to exclusive jurisdiction and venue in the federal and state courts sitting in
Orange County, California. In any action or suit to enforce any right or remedy under this Agreement or to
interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable
attorneys fees, costs and other expenses.
6.2 Binding Effect. This Agreement shall be binding upon, and inure to the benefit
of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties
hereto. Contractor shall have no right to (a) assign this Agreement, by operation of law or otherwise; or (b)
subcontract or otherwise delegate the performance of the Services without Company’s prior written consent
which may be withheld as Company determines in its sole discretion. Any such purported assignment shall
be void.
6.3 Severability. If any provision of this Agreement shall be found invalid or
unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably effect the intent
of the parties.
6.4 Entire Agreement. This Agreement, including the Exhibits, constitutes the entire
understanding and agreement of the parties with respect to its subject matter and supersedes all prior and
contemporaneous agreements or understandings, inducements or conditions, express or implied, written or
oral, between the parties.
6.5 Injunctive Relief. Contractor acknowledges and agrees that in the event of a
breach or threatened breach of this Agreement by Contractor, Company will suffer irreparable harm and
will therefore be entitled to injunctive relief to enforce this Agreement.
6.6 Contractor’s Remedy. Contractors remedy, if any, for any breach of this
Agreement shall be solely in damages and Contractor shall look solely to Company for recover of such
damages. Contractor waives and relinquishes any right Contractor may otherwise have to obtain injunctive
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