7. Termination of Agreement. This agreement shall automatically terminate in six (6) months and can be renewed on a month to month basis upon agreement by both parties. Nothing stated or implied in this Agreement is intended to alter or affect the principles of at-will contractor relationships. This Agreement may be terminated, with or without cause, for any reason whatsoever, upon thirty (30) days written notice, by either party. This Agreement shall terminate automatically upon the Contractors death or incapacity to perform services under this Agreement. Upon termination of this Agreement for any reason, AP shall have no further obligations to Contractor, other than payment for services rendered prior to termination, and Contractor shall have no further obligations to AP except as expressly agreed to as a term of this Agreement.
8. General Provisions.
8.1 Compliance With Laws. Contractor agrees to comply with all applicable federal, state, and local laws and regulations associated with the performance of his responsibilities under this Agreement.
8.2 Confidentiality. Contractor will not at any time (i) retain or use for the benefit, purposes or account of the Contractor or any other Person; or (ii) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside AP and its affiliates, any non-public, proprietary or confidential information including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals concerning the past, current or future business, activities and operations of the AP or its affiliates, and/or any third party that has disclosed or provided any of same to the AP or its affiliates, on a confidential basis (Confidential Information) without the prior written authorization of the President of AP. Confidential Information shall not include any information that is (i) generally known to the industry or the public other than as a result of the Contractors breach of this covenant or any breach of other confidentiality obligations by third parties; (ii) made legitimately available to the Contractor by a third party without breach of any confidentiality obligation; or (iii) required by law to be disclosed (including via subpoena); provided, that the Contractor shall give prompt written notice to AP of such requirement of law, disclose no more information than is so required, and cooperate, at APs cost, with any attempts by AP or its affiliates to obtain a protective order or similar treatment.
8.3 Indemnification. Contractor shall defend, indemnify and hold AP harmless from and against any and all claims for loss or damages arising out of Contractors performance of duties and responsibilities under this Agreement, specifically including, but not necessarily limited to tort claims, or claims relating to failure to pay income taxes or make employment securities payments.
8.4 Assignment. Contractor may not assign or delegate this Agreement, or any part of it, or any right to any of the money to be paid under it, except with the prior consent of AP.
8.5 Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
8.6 Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
8.7 Applicable Law; Choice of Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action to enforce any right or obligation under this Agreement shall be commenced and maintained in the trial courts of the State of California.