Juno 2013 Annual Report Download - page 276

duties or obligations hereunder without the written consent of the Company. This Agreement may be assigned to any successor of the Company.
11. Amendment; Waiver. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing signed by Consultant or his legal representative and such officer(s) as may be specifically designated by the Company. No
waiver by a party hereto at any time of any breach by another party hereto of, or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
12. Invalid Provisions. Should any portion of this Agreement be adjudged or held to be invalid, unenforceable or void, such holding shall not
have the effect of invalidating or voiding the remainder of this Agreement and the parties hereby agree that the portion so held invalid, unenforceable or void
shall, if possible, be deemed amended or reduced in scope, or otherwise be stricken from this Agreement to the extent required for the purposes of validity and
enforcement thereof.
13. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.
14. Governing Law; Indemnification. This Agreement shall be governed by and construed in accordance with the laws of the State of
California without giving effect to the principles of conflicts of laws thereof. The Company shall indemnify Consultant for expenses (reasonable attorneys’
fees and expenses) relating to claims by third parties arising from or in connection with his performance of services hereunder during the Consulting Period.
Such indemnification shall be on terms and conditions at least as favorable as the terms and conditions applicable to the Company’s officers and directors.
15. Captions. The use of captions and section headings herein is for purposes of convenience only and shall not affect the interpretation or
substance of any provisions contained herein.
16. Entire Agreement. Except as otherwise provided herein, this Agreement constitutes the entire agreement between the parties hereto with
respect to the consulting relationship between the parties.
17. Survival of Certain Provisions. Notwithstanding any other provision of this Agreement to the contrary, the provisions of this Agreement
that by their nature or by their content or as specified under this Agreement are intended to continue beyond the termination or
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