PROVIDED BY THE COMPANY FOR ITS EMPLOYEES, AND THE CONSULTANT HEREBY EXPRESSLY WAIVES ANY SUCH ENTITLEMENT, IF SUCH ENTITLEMENT EXISTS OR IS DEEMED TO EXIST.
(c) The Consultant hereby acknowledges and agrees that, as an independent contractor, he is legally required to determine and pay its own estimated federal income taxes, FICA (including FICA-matching), and all applicable federal and state payroll, excise, workmans compensation, and other withholdings owed, or claimed to be owed, by the Consultant by reason or arising out of the Consultants relationship with the Company pursuant to this Agreement, and the Consultant shall indemnify and hold the Company harmless from and against, and shall defend the Company against, any and all losses, damages, claims, costs, penalties, liabilities, and expenses (as incurred by the Company) arising out of or incurred because of, incident to, or otherwise with respect to any such taxes. The Consultant further acknowledges that the Company is legally obligated, and shall endeavor to issue timely, a yearly Form 1099 to the Consultant, and a Form 1096 to the Internal Revenue Service, reporting the full amount of fees paid to the Consultant during the reporting period.
(d) This Agreement, together with the Exhibits hereto and the agreements referenced herein, constitute the entire agreement between the parties as to the subject matter hereof. No provision of this Agreement shall be waived, altered or canceled except in writing signed by the party against whom such waiver, alteration or cancellation is asserted. Any such waiver shall be limited to the particular instance and the particular time when and for which it is given.
(e) Each party agrees that any suit, action or proceeding brought by such party against the other in connection with or arising from this Agreement (Judicial Action) shall be brought against any of the parties only in any United States federal or state court located in the State in which the respondent (defendant) is located at the time of the filing of the Judicial Action, and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts in any such Judicial Action, waives any objection to venue laid therein and agrees that counterclaims and comparable actions against the party bringing the Judicial Action will not affect such venue. Process in any such Judicial Action proceeding may be served on any party anywhere in the world, whether within or without the State of venue. For purposes of this Section 9(e), a partys location will be determined as follows: (i) for a party who is an individual, the State in which is located the partys principal residence; and (ii) for a party who is an entity or organization, the State in which is located the partys principal place of business, or, if, the party has more than one principal place of business, the State in which is located the partys chief executive office.
(f) This Agreement shall be binding upon and inure to the benefit of the parties and then-respective heirs, legal representatives, successors and permitted assigns. This Agreement and any rights or obligations hereunder may be assigned by the Company, in whole or in part, to any successor in connection with the sale of all or substantially all of the business of the Company, whether by asset sale or otherwise, and thereafter shall inure to the benefit of the purchaser or surviving company, as the case may be, in such transaction as fully as if it were the Company; and provided further, however, that any merger, reorganization, recapitalization or change of control or ownership of the Company shall not be deemed an assignment of this Agreement, even if this Agreement shall inure to the Companys successor-in-interest with respect to any such transaction(s). The Consultant hereby acknowledges that the Company is, and may in the future be, affiliated with certain entities and that this Agreement shall extend to and protect all Confidential Information and Developments of all of the Companys affiliated entities as fully as if such entities were referred to above in place of the Company and that each of them shall be entitled to enforce this Agreement with respect to its Confidential Information for its own benefit as fully as if it were referred to above in place of the Company. The Consultant may not assign this Agreement or any of