Independent Contractor Status Contract Clauses (244)

Independent Contractor Status. 9.1 The Consultant shall perform all services under this Agreement as an "independent contractor" and not as an employee or agent of the Company. The Consultant is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the Company or to bind the Company in any manner. 9.2 The Consultant shall have the right to control and determine the time, place, methods, manner and means of performing the services. In performing the services, ...the amount of time devoted by the Consultant on any given day will be entirely within the Consultant's control, and the Company will rely on the Consultant to put in the amount of time necessary to fulfill the requirements of this Agreement. The Consultant will provide all equipment and supplies required to perform the services. The Consultant is not required to attend regular meetings at the Company. However, upon reasonable notice, the Consultant shall meet with representatives of the Company at a location to be designated by the parties to this Agreement. 9.3 In the performance of the services, the Consultant has the authority to control and direct the performance of the details of the services, the Company being interested only in the results obtained. However, the services contemplated by the Agreement must meet the Company's standards and approval and shall be subject to the Company's general right of inspection and supervision to secure their satisfactory completion. 9.4 The Consultant shall not use the Company's trade names, trademarks, service names or service marks without the prior approval of the Company. 9.5 The Consultant shall be solely responsible for all state and federal income taxes, unemployment insurance and social security taxes in connection with this Agreement and for maintaining adequate workers' compensation insurance coverage. View More

Independent Contractor Status. The Consultant shall perform all services under this Agreement as an "independent contractor" and not as an employee or agent of the Company. The Consultant is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the Company or to bind the Company in any manner.

Independent Contractor Status. The Contract CFO is an independent contractor. The Contract CFO shall not be deemed for any purpose to be an employee or agent of Company, and neither party shall have the power or authority to bind the other party to any contract or obligation. The Contract CFO is not entitled to unemployment insurance or workers compensation insurance or to otherwise participate in any employee benefit programs which are currently offered by the Company or any subsidiary or may be offered in the future and the... Contract CFO shall be solely responsible for timely remittance to appropriate authorities of all federal, state, and local taxes and charges incident to the provision of and payment of compensation for Services, and to the operation of the Contract CFO's business, including but not limited to payment of worker's compensation insurance premiums, social security taxes (FICA, FUTA, OASDI, Medicare hospitalization), and federal and state income taxes (including quarterly estimated taxes). THE CONTRACT CFO CONSULTANT SHALL NOT HOLD HIMSELF OUT OR OTHERWISE REPRESENT HIMSELF TO ANY PERSON OR ENTITY AS ANYTHING OTHER THAN AN INDEPENDENT CONTRACT CFO OF THE Contract CFO 2 COMPANY, REGARDLESS OF ANY TITLE OR DESIGNATION THAT THE CONTRACT CFO MAY HOLD WITH THE COMPANY. Notwithstanding the foregoing, the Company will include the Contract CFO in the following corporate insurance policies if maintained by the Company: Primary and Excess D&O. View More

Independent Contractor Status. It is the express intention of the Company and Loeb that Loeb performs the covered services under this Agreement, including his services as President and Chief Executive Officer of the Company, as an independent contractor. Nothing in this Agreement shall in any way be construed to constitute Loeb as an employee.

Independent Contractor Status. It is expressly agreed and understood by the parties that: (a) nothing in this Agreement shall be deemed to create or imply an agency or employment relationship between Contractor and the Company; (b) the status of the Contractor under the Agreement shall be that of solely an independent contractor and the Contractor shall be solely responsible for his own actions and/or inactions; and (c) Contractor shall neither act nor represent himself as an agent or employee of the Company to any person or ...entity. The Company acknowledges that the Contractor may provide similar or dissimilar services to others, and nothing in this Agreement shall be construed to limit the Contractor's right, individually or through a company, partnership or other entity, to provide services to others during the Term of this Agreement or at any other time. PAGE 2 OF 3 12. Entire Agreement, Amendment, Binding Effect. This Agreement constitutes the entire agreement between the parties concerning the parties' consulting arrangement. No changes in or additions to this Agreement shall be recognized unless incorporated herein by written amendment, such amendment to become effective on the date stipulated therein. View More

Independent Contractor Status. It is understood and agreed that Consultant is an independent contractor, is not an agent or employee of the Company, and is not authorized to act on behalf of the Company. Consultant agrees not to hold himself or herself out as, or give any person any reason to believe that he or she is an employee, agent, joint venturer or partner of the Company. Consultant will not be eligible for any employee benefits, nor will the Company make deductions from any amounts payable to Consultant for taxes or i...nsurance (except to the extent the Company is required by law to do so). All payroll and employment taxes, insurance, and benefits shall be the sole responsibility of Consultant. Consultant retains the right to provide services for others during the term of this MCA and is not required to devote his or her services exclusively for the Company. View More

Independent Contractor Status. 10.1 This Agreement establishes between the Parties an independent contractor relationship. This relationship is completely independent of any other relationship that exists or may exist in the future between the Parties. 10.2 This Agreement does not create any employer-employee, agency or partnership relationship between the Parties. Except as provided in that certain Separation Agreement between Consultant and Radius dated September 19, 2018 (the "Separation Agreement") with respect to COBRA c...ontinuation coverage and with respect to continued vesting of Radius stock option awards pursuant to Section 11.6 of this Agreement, Consultant shall not be entitled to or eligible to participate in Radius' insurance plans and other compensation or benefit plans Radius maintains for its own employees. Consultant retains full and sole responsibility for complying with income reporting and other requirements imposed by Applicable Laws. Radius will not provide workers' compensation insurance coverage to Consultant for work-related accidents, illnesses, damages or injuries arising out of or in connection with the Services. Further, Consultant understands and agrees that the consulting relationship with Radius is not covered under unemployment compensation laws. 11.2 Radius shall pay Consultant an aggregate fee of $40,000 (USD) (the "SAB Fee", and collectively, the SAB Fee and the Consulting Fees are hereinafter referred to as the "Budget") to serve as a member of the SAB during the Term. The SAB Fee shall be payable in quarterly installments of $10,000. Any amount in excess of the Budget requires the prior written approval of Radius. 11.3 Radius will reimburse out-of-pocket travel and other reasonable expenses that have been preapproved by Radius, in writing, and incurred in connection with the Services rendered hereunder, and are supported by original evidence or receipts. Reimbursement of pre-approved expenses shall be made by Radius within thirty (30) days of receipt of an itemized statement with receipts or other evidence of reimbursable expenses. 11.4 A purchase order ("PO") may be generated for this work. If a PO is generated, all invoices should include the Radius PO number and a detailed description of the Services effectively and actually provided by the Consultant to ensure prompt payment. Invoices will be delivered to Radius monthly for Services provided in the preceding month or quarter, as applicable. Radius will pay invoices within thirty (30) days of their receipt. Page 6 11.5 Prior to any payment, Radius must have a W-9 on file for the payee. W-9s must be sent to invoices@radiuspharm.com. Invoices should be sent to Radius via email (word or .pdf format acceptable): invoices@radiuspharm.com. If email invoicing is not possible, invoices may be sent via mail to Radius Health, Inc., 950 Winter Street, Waltham, MA 02451, Attention: Accounts Payable. Checks shall be made payable to: Gary Hattersley. Checks shall be mailed to: Gary Hattersley, 22 Brandymeade Circle, Stow, MA 01775. 11.6 During the Term, the stock options that Consultant holds to purchase shares of Radius common stock will continue to vest, as described in the Separation Agreement and subject to the Radius Health, Inc. 2011 Equity Incentive Plan (as Amended and Restated), and, if applicable, any predecessor or successor plan, and the applicable stock option agreements (such equity documents, the "Equity Documents"). View More

Independent Contractor Status. The Company and Consultant each acknowledge and agree that, following the Effective Date, Consultant shall serve as an independent contractor and not as an employee of the Company. The Company and Consultant hereby covenant with one another to treat the engagement of Consultant as that of an independent contractor, and not an employee, for all purposes. 7.1 Exercise of Independent Judgment. Consultant is engaged by the Company to exercise his own independent and professional judgment in performi...ng the services pursuant to this Agreement. Consultant, in his sole discretion, will determine the manner, means, details and methods used in performing the services. 7.2 Inability to Bind the Company. Consultant shall not have any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the Company, or to bind the Company in any manner, except as may be authorized in writing by a duly authorized officer or manager of the Company, and shall not make any contrary representation to any third party. 3 7.3 Responsibility for Taxes. Consultant shall be issued a tax form 1099 by the Company, which reflects the applicable amount of any taxable payments received by Consultant in respect of his consulting services hereunder. There shall be no withholding or deduction from any amounts payable for such services, and Consultant shall be solely responsible for the payment of any federal, state, local or other taxes. Furthermore, Consultant agrees, upon the request of the Company, to provide any reasonable assistance to the Company required to demonstrate that Consultant's services under this Agreement qualified as services by an independent contractor and that all appropriate taxes with respect to any amounts paid hereunder have been paid. View More