Common use of Additional General Provisions Clause in Contracts

Additional General Provisions. (a) Nothing contained herein is intended to create a contract of employment between CCC and Consultant and the parties expressly acknowledge that either party may at any time terminate this consulting relationship for any lawful reason in accordance with the terms of the Agreement; however, Consultant agrees to be bound by CCC employee policies while on the CCC premises and otherwise in dealing with employees of CCC and/or customers of CCC on the same basis as if he was an employee. (b) Consultant acknowledges that he has had adequate time to review this Agreement. Having carefully read and considered the provisions hereof, Consultant agrees that its restrictions are fair and reasonable and are reasonably required for the protection of the interests of CCC. Consultant understands that this Agreement is intended to limit disclosure of Confidential Information of CCC. These restrictions are voluntarily given by Consultant in return for the benefits and opportunities of being engaged by CCC as a consultant. (c) It is understood and agreed that the construction and interpretation of this Agreement shall at all times and in all respects be governed by the internal laws of the Commonwealth of Pennsylvania, except to the extent preempted by federal law, without giving effect to the choice of law provisions thereof. (d) This Agreement represents the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings between the parties with respect to the subject matter hereof, whether oral or written, express or implied. (e) Notices an all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or mailed by United States Registered or Certified Mail, return receipt requested, to CCC, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, or to Consultant at the respective addresses set forth in the preamble of this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of changes of address shall be effective only upon receipt. (f) This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall be one and the same Agreement.

Additional General Provisions. (a) Disputes under this Agreement shall be resolved and subject to the same provisions of Section 13 of the Confidential Separation Agreement and Release entered into between CCC and Consultant and executed in July 2012. (b) In any proceeding, it shall be presumed that the Confidential Information constitutes protectable trade secrets, and Consultant shall bear the burden of proving by clear and convincing evidence that any such information, materials or matters were publicly or rightfully known. (c) Nothing contained herein is intended to create a contract of employment between CCC and Consultant and the parties expressly acknowledge that either party may at any time terminate this consulting relationship for any lawful reason in accordance with the terms of the Agreement; however, Consultant agrees to be bound by CCC employee policies while on the CCC premises and otherwise in dealing with employees of CCC and/or customers of CCC on the same basis as if he was an employee. (bd) Consultant acknowledges that he has had adequate time to review this Agreement. Having carefully read and considered the provisions hereof, Consultant agrees that its restrictions are fair and reasonable and are reasonably required for the protection of the interests of CCC. Consultant understands that this Agreement is intended to limit disclosure of Confidential Information of CCC. These restrictions are voluntarily given by Consultant in return for the benefits and opportunities of being engaged by CCC as a consultant. (ce) It is understood and agreed that the construction and interpretation of this Agreement shall at all times and in all respects be governed by the internal laws of the Commonwealth of Pennsylvania, except to the extent preempted by federal law, without giving effect to the choice of law provisions thereof. (df) This Agreement represents the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings between the parties with respect to the subject matter hereof, whether oral or written, express or implied, except for the Confidential Settlement Agreement and Release between CCC and Consultant. No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof. (eg) Notices an all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or mailed by United States Registered or Certified Mail, return receipt requested, to CCC, Attention: Attention ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esquire, or to Consultant at the respective addresses set forth in the preamble of this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of changes of address shall be effective only upon receipt. (fh) If an arbitrator or other authority determines that any term, condition, clause, or other provision of this Agreement is void or invalid, he, she or it will have discretion to modify such term, condition, clause, or other provision of this Agreement to make it valid. Alternatively, if he, she or it declines to make such a modification and rules it invalid, the remaining portions of this Agreement will remain in full force and effect. (i) This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall be one and the same Agreement. Executed on the 31st day of July, 2012.