b. Corporation agrees to reimburse Consultant for reasonable business expenses incurred in the course of his provision of Services to Corporation. Consultant shall submit a statement of such reasonable expenses with Consultants monthly invoice. Consultant agrees to maintain complete and accurate records to substantiate all expenses and charges to Corporation. Corporation shall pay Consultants fee and reimbursable and reasonable expenses on a monthly basis within fifteen (15) calendar days of receipt of Consultants monthly statement therefore.
3. Workmanship. Consultant shall perform the Services in a workmanlike manner following practices generally accepted in the industry.
4. Timely Provision of Services. Consultant agrees to timely perform the Services according to schedules mutually agreed to by Consultant and Corporation from time to time. Consultant is free to determine the office location from which Consultant will provide services. Corporation will provide Consultant with the necessary general instructions for the Services. Consultant shall provide all expertise and labor necessary for performance of the Services.
5. Independent Consultant. In providing the Services under this Consultant Agreement, Consultant is an independent consultant of Corporation and is not an employee, agent, servant, joint venturer, partner or affiliate of or with Corporation or the Bank, and neither Corporation nor the Bank shall have the right to exercise control or direction over the manner in which the Services are performed. Consultant acknowledges that no federal, state or local taxes will be withheld from the compensation paid to Consultant under this Consultant Agreement, nor will Consultant accrue any employee benefits, including but not limited to vacation, retirement, pension, social security, workers compensation, unemployment compensation or other insurance generally afforded Corporations employees, except as set forth under this Consultant Agreement. Consultant shall conduct all business in full compliance with all laws, codes, and regulations, including but not limited to, compliance with all banking regulations, Internal Revenue Service regulations concerning all tax laws applicable to the operation of the business such as payment of all self-employment taxes, compliance with all employment tax requirement for withholding on any employees used by Consultant, and compliance with state employment and workers compensation laws.
6. Insurance and Indemnification. Prior to the performance of any services under this Consultant Agreement, Consultant shall provide to Corporation a certificate of insurance. Such certificate of insurance must include proof of a valid insurance policy for General Liability and Automobile Liability. Consultant shall provide written confirmation of exemption from Workers Compensation Insurance in the format attached hereto as Exhibit A and signed by Consultant. To the fullest extent permitted by law, Consultant also agrees to defend, indemnify and hold harmless Corporation and the Bank and their elected and appointed officials, officers, employees, representatives, agents, attorneys, insurers, successors and assigns from all claims, losses, liability or expenses, including attorneys fees and costs, arising out of or relating to the performance of Consultants services hereunder.
7. Non-Exclusive Relationship. The Parties acknowledge that Corporation does not agree to use Consultant exclusively. It is further understood that Consultant is free to contract for services to be performed for others while under agreement with Corporation, provided such services do not involve the solicitation, directly or indirectly, of customers or clients of the Corporation for products or services that are in competition with those of Corporation, or the disclosure of confidential Corporation information, and further provided that the services do not compete with, involve, interfere with, or conflict with any transactions for which Consultant is providing Services for Corporation.