SECTION 3.FEES AND EXPENSES
3.1As full compensation for the Services and the rights granted to the Company in this Agreement, the Company shall pay Contractor a fee in the amount of $26,000 per month (the “Consulting Fee”). The Consulting Fee shall be payable in arrears on the 17th day of each month that this Agreement remains in effect, provided that if the 17th day of the month falls on a weekend or a holiday then payment will be made on the first business day thereafter. Contractor shall receive a prorated portion of the final month’s Consulting Fee if this Agreement is terminated prior to the end of the monthly period for which such Consulting Fee applies.
3.2Contractor acknowledges that she will receive an IRS Form 1099-MISC from the Company, and that she shall be solely responsible for all federal, state and local taxes, as set forth in Section 4.2.
3.3The Company shall reimburse Contractor for all reasonable travel, lodging, communications, shipping charges and out-of-pocket expenses incurred by Contractor in connection with providing the Services.
SECTION 4.RELATIONSHIP OF THE PARTIES
4.1Contractor is an independent contractor of the Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Contractor and the Company for any purpose.
4.2Without limiting Section 4.1, Contractor will not be eligible under this Agreement to participate in any vacation, paid time off, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Contractor’s behalf.
SECTION 5.CONFIDENTIAL INFORMATION
5.1Contractor agrees that all business, technical, creative, financial, or proprietary information, including without limitation, trade secrets, technology, information pertaining to business operations and strategies, and any and all work product Contractor creates for the Company or learns or obtains from the Company during the term of this Agreement constitutes “Confidential Information.”
5.2Contractor shall use Confidential Information solely for the Services. Contractor may divulge Confidential Information only as necessary to provide the Services.
5.3Notwithstanding any other provision of this Agreement, Contractor will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of Confidential Information that: