Common use of Independent Contractor; Performance Clause in Contracts

Independent Contractor; Performance. For purposes of this Agreement and all Services to be provided hereunder, Consultant shall not be considered a partner, co-venturer, agent, employee or representative of the Company, but shall remain in all respects an independent contractor, and neither party shall have any right or authority to make or undertake any promise, warranty or representation, to execute any contract, or otherwise to assume any obligation or responsibility in the name of or on behalf of the other party. The Consultant shall provide the Services in compliance with all applicable laws, and without limiting the foregoing, confirms to the Company that (a) it will not take any action in performing the Services that would cause it to be required to register as (i) a broker as defined in Section 3(a) (4) of the Securities Exchange Act of 1934 or (ii) an investment adviser as defined in Section 202(a)(11) of the Investment Adviser Act of 1940, or (iii) as a broker or dealer or adviser or agent or similar concept in any state in which the Company offers securities as part of a Qualified Financing; and (b) it is not acting in any such capacities for or on behalf of the Company.