Common use of Independent Contractor; Benefits; Insurance Clause in Contracts

Independent Contractor; Benefits; Insurance. (a) (i) COAC and the Operations Executives are acting solely as independent contractors in performing the Advisory Services hereunder, (ii) neither COAC nor any Operations Executive shall have the authority to act for, bind, or otherwise commit Client or its Affiliates, and (iii) neither COAC nor its Operations Executives shall hold themselves out as having any such authority, except in the case of items (ii) and (iii) above to the extent that such authority has been granted to an Operations Executive by Client, in writing, in connection with the delivery of Officer Staffing Services or otherwise. (b) COAC hereby acknowledges and agrees that its employees and agents, including the Operations Executives (i) are not, and shall not be by reason of this Agreement or any Engagement Letter, employees or agents of Client, and (ii) except as provided in Section 7.1(c) below, are not, and shall not be, entitled to compensation from, or employee benefits of, Client in connection with the provision of Advisory Services under this Agreement. (c) Client shall not (i) pay any contributions to Social Security, unemployment insurance, or federal or state withholding taxes with respect to the Operations Executives or the Service Fees paid to COAC pursuant to this Agreement, or (ii) carry workers’ compensation or other accident insurance to cover the Operations Executives or provide any other contributions or benefits to COAC or the Operations Executives that might be expected in an employer-employee relationship, and COAC and the Operations Executives expressly waive any right to such participation or coverage. Notwithstanding the forgoing or any other provision of this Agreement to the contrary, COAC and the Operations Executives shall be entitled to the benefits and protections of any Corporate/Business Insurance maintained by Client or its Affiliates and Indemnification Coverage to the extent that such policies and benefits cover (x) independent contractors of Client or its Affiliates or (y) officers of Client or its Affiliates if COAC or an Operations Executive is providing Advisory Services that would qualify for coverage under such policies (for example, Officer Staffing Services).

Independent Contractor; Benefits; Insurance. (a) (i) COAC and the Operations Executives are acting solely as independent contractors in performing the Advisory Services hereunder, ; (ii) neither COAC nor any Operations Executive shall have the authority to act for, bind, or otherwise commit Client Talecris or any of its Affiliates, ; and (iii) neither COAC nor any of its Operations Executives shall hold itself or themselves out as having any such authority, except in the case of items (ii) and (iii) above to the extent that such authority has been granted to an Operations Executive by Client, in writing, in connection with the delivery of Officer Staffing Services or otherwiseTalecris. (b) COAC hereby acknowledges and agrees that its employees and agents, including the Operations Executives (i) are not, and shall not be by reason of this Agreement or any Engagement Letter, employees or agents of ClientTalecris, and (ii) except as provided in Section 7.1(c(c) below, are not, and shall not be, entitled to compensation from, or employee benefits of, Client Talecris in connection with the provision of any Advisory Services under this Agreementprovided hereunder. (c) Client Talecris shall not (i) pay any contributions to Social Security, unemployment insurance, or federal or state withholding taxes with respect to the Operations Executives or the Service Fees paid to COAC pursuant to this Agreement, Agreement or (ii) carry workers’ compensation or other accident insurance to cover the Operations Executives or provide any other contributions or benefits to COAC or the Operations Executives that might be expected in an employer-employee relationship, and COAC and the Operations Executives expressly waive any right to such participation or coverage. Notwithstanding the forgoing or any other provision of this Agreement to the contrary, COAC and the Operations Executives shall be entitled to the benefits and protections of any Corporate/Business Insurance maintained by Client Talecris or its Affiliates and Indemnification Coverage to the extent that such policies and benefits cover (x) independent contractors of Client to Talecris or its Affiliates or (y) officers of Client or its Affiliates if COAC or an Operations Executive is providing Advisory Services that would qualify for coverage under such policies (for example, Officer Staffing Services)Affiliates.

Independent Contractor; Benefits; Insurance. (a) (i) COAC and the Operations Executives are acting solely as independent contractors in performing the Advisory Services hereunder, ; (ii) neither COAC nor any Operations Executive shall have the authority to act for, bind, or otherwise commit Client DynCorp or any of its Affiliates, ; and (iii) neither COAC nor any of its Operations Executives shall hold itself or themselves out as having any such authority, except in the case of items (ii) and (iii) above to the extent that such authority has been granted to an Operations Executive by Client, in writing, in connection with the delivery of Officer Staffing Services or otherwiseDynCorp. (b) COAC hereby acknowledges and agrees that its employees and agents, including the Operations Executives (i) are not, and shall not be by reason of this Agreement or any Engagement Letter, employees or agents of ClientDynCorp, and (ii) except as provided in Section 7.1(c(c) below, are not, and shall not be, entitled to compensation from, or employee benefits of, Client DynCorp in connection with the provision of any Advisory Services under this Agreementprovided hereunder. (c) Client DynCorp shall not (i) pay any contributions to Social Security, unemployment insurance, or federal or state withholding taxes with respect to the Operations Executives or the Service Fees paid to COAC pursuant to this Agreement, Agreement or (ii) carry workers’ compensation or other accident insurance to cover the Operations Executives or provide any other contributions or benefits to COAC or the Operations Executives that might be expected in an employer-employee relationship, and COAC and the Operations Executives expressly waive any right to such participation or coverage. Notwithstanding the forgoing or any other provision of this Agreement to the contrary, COAC and the Operations Executives shall be entitled to the benefits and protections of any Corporate/Business Insurance maintained by Client DynCorp or its Affiliates and Indemnification Coverage to the extent that such policies and benefits cover (x) independent contractors of Client to DynCorp or its Affiliates or (y) officers of Client or its Affiliates if COAC or an Operations Executive is providing Advisory Services that would qualify for coverage under such policies (for example, Officer Staffing Services)Affiliates.