4. Independent Contractor.
(a) You are an independent contractor and not an employee of the Company. You acknowledge and agree that: (i) you have the right to control and direct the means and methods of performing the Services; (ii) you receive compensation from the Company only as set forth in this Agreement, and you do not participate in any other benefits offered, or sponsored, by the Company; (iii) you are responsible for paying all of your expenses except as otherwise set forth in this Agreement; (iv) you provide all materials necessary for the provision of the Services; (v) you maintain a place of business at a location other than the premises of the Company; (vi) you render services to persons other than the Company; and (vii) you do not require any training from the Company and you have the professional skills necessary to perform the Services.
(b) You shall not have authority to enter into contracts that bind the Company or to create obligations on part of the Company without the prior written consent of the Company, which may be withheld in the Companys sole and absolute discretion.
(c) The Company shall have the right to use Work Product (as defined herein) produced for or delivered to the Company by you in records, reports, products and other means, for all reasonable purposes. For purposes of this Agreement the term Work Product means data and information that are generated and produced by you in the performance of the Services.
(d) You shall have full responsibility and liability for any and all applicable federal, state and local taxes resulting from or in connection with the Services and this Agreement, including, without limitation, any and all applicable withholding taxes for all compensation paid to you pursuant to this Agreement.
(e) You shall indemnify and hold harmless the Company, as well as the Companys officers, directors, managers, employees, owners, agents and attorneys, from and against any and all claims, losses, expenses, costs, suits, injuries, complaints, causes of action and liabilities of any nature or kind whatsoever, including reasonable attorneys fees and costs arising from or in connection with the performance of the Services, any assessment of, claims or penalties with respect to the withholding taxes or labor or employment requirements, including but not limited to any liability for, or assessment of, withholding taxes imposed on the Company by the relevant taxing authorities with respect to any compensation paid to you or your agents or employees under this Agreement, insurance coverage requirements, or immigration related requirements.
5. No Conflict of Interest. During the Term, you will not accept work, enter into a contract or accept an obligation from any third-party, inconsistent or incompatible with your performance of the Services.
(a) This Agreement contains the entire agreement between you and the Company (the parties) relating to the subject matter hereof. All prior negotiations between the parties are merged into this Agreement, and there are no independent promises, agreements, conditions, undertakings, warranties or representations, oral or written, express or implied, by or between the parties. No change or modification of this Agreement shall be valid unless the same is in writing and signed by the parties. No waiver by any party of any term or condition of this Agreement shall be binding unless the same shall be set forth in a writing signed by the parties expressly referencing this section.
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