Common use of Relationship of the Parties; Independent Contractor; No Employee Benefits Clause in Contracts

Relationship of the Parties; Independent Contractor; No Employee Benefits. Notwithstanding any provision hereof, Consultant is an independent contractor of the Company, and neither Consultant nor any Consultant Personnel is an employee, agent, partner or joint venture of or with Company. Without limiting the generality of the foregoing, neither Consultant nor any Consultant Personnel shall bind or attempt to bind Company to any contract, commit the Company to any obligation whatsoever or incur any liability whatsoever on behalf of Company, and any such obligations or liabilities incurred will be exclusively for the account of Consultant; provided however, in no event shall these limitations apply with respect to any actions taken by Consultant in his capacity as the sole officer and director of the Company. Consultant shall accept any reasonable and lawful directions issued by Company pertaining to the goals to be attained and the results to be achieved by Consultant’s provision of the Services hereunder, but Consultant shall be solely responsible for the manner and hours in which the Services are performed under this Agreement. This Agreement shall not entitle Consultant nor any Consultant Personnel to participate in any of Company’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. This Agreement shall not entitle Consultant to any workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to Consultant or any Consultant personnel from the Company. Consultant will be solely responsible for the performance of all Consultant Personnel, for compensating such Consultant Personnel, and for complying with all laws and regulations applicable to its relationships with such Consultant Personnel. Without limiting the foregoing, Consultant shall comply at Consultant’s expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent contractors. All fees payable to Consultant do not include any taxes and Company is not liable for any taxes that Consultant is legally obligated to pay. Consultant agrees to indemnify Company from all claims, damages, liability, settlement, attorneys’ fees and expenses, as incurred, because of the foregoing or any breach of this Section 5. If Consultant is an entity, it will ensure its employees and agents are bound in writing to Consultant’s obligations under this Agreement.

Relationship of the Parties; Independent Contractor; No Employee Benefits. Notwithstanding any provision hereof, Consultant is an independent contractor of the Companycontractor, and neither Consultant nor any Consultant Personnel is an employee, agent, partner or joint venture of or with Company. Without limiting the generality of the foregoing, and neither Consultant nor any Consultant Personnel shall bind or attempt to bind Company to any contract, commit the Company to any obligation whatsoever or incur any liability whatsoever on behalf of Company, and any such obligations or liabilities incurred will be exclusively for the account of Consultant; provided however, in no event shall these limitations apply with respect to any actions taken by Consultant in his capacity as the sole officer and director of the Company. Consultant shall accept any reasonable and lawful directions issued by Company pertaining to the goals to be attained and the results to be achieved by Consultant’s provision of the Services hereunder, but Consultant shall be solely responsible for the manner and hours in which the Services are performed under this Agreement. This Agreement shall not entitle Consultant nor any Consultant Personnel to participate in any of Company’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. This Agreement shall not entitle Consultant to any workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to Consultant or any Consultant personnel from the Company. Consultant will be solely responsible for the performance of all Consultant Personnel, for compensating such Consultant Personnel, and for complying with all laws and regulations applicable to its relationships with such Consultant Personnel. Without limiting the foregoing, Consultant shall comply at Consultant’s expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent contractors. All fees payable to Consultant do not include any taxes and Company is not liable for any taxes that Consultant is legally obligated to pay. Consultant agrees to indemnify Company from all claims, damages, liability, settlement, attorneys’ fees and expenses, as incurred, because of the foregoing or any breach of this Section 5. If the law requires Company to withhold taxes from payments to Consultant, Company may withhold those taxes and pay them to the appropriate taxing authority. If Consultant is an entity, it will ensure its employees and agents are bound in writing to Consultant’s obligations under this Agreement.

Relationship of the Parties; Independent Contractor; No Employee Benefits. Notwithstanding any provision hereof, Consultant is an independent contractor of the Companycontractor, and neither Consultant nor any Consultant Personnel is an employee, agent, partner or joint venture of or with Company. Without limiting the generality of the foregoing, and neither Consultant nor any Consultant Personnel shall bind or attempt to bind Company to any contract, commit the Company to any obligation whatsoever or incur any liability whatsoever on behalf of Company, and any such obligations or liabilities incurred will be exclusively for the account of Consultant; provided however, in no event shall these limitations apply with respect to any actions taken by Consultant in his capacity as the sole officer and director of the Company. Consultant shall accept any reasonable and lawful directions issued by Company pertaining to the goals to be attained and the results to be achieved by Consultant’s provision of the Services hereunder, but Consultant shall be solely responsible for the manner and hours in which the Services are performed under this Agreement. This Agreement shall not entitle Neither Consultant nor any Consultant Personnel shall be eligible to participate in any of Company’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. This Agreement Company shall not entitle Consultant to any provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to Consultant or any Consultant personnel from the CompanyPersonnel. Consultant will be solely responsible for the performance of all Consultant Personnel, for compensating such Consultant Personnel, and for complying with all laws and regulations applicable to its relationships with such Consultant Personnel. Without limiting the foregoing, Consultant shall comply at Consultant’s expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers Consultant or its employees or independent contractors. All fees payable to Consultant do not include any taxes and Company is not liable for any taxes that Consultant is legally obligated to pay. Consultant agrees to indemnify Company from all claims, damages, liability, settlement, attorneys’ fees and expenses, as incurred, because of the foregoing or any breach of this Section 5. If Consultant is an entity, it will ensure shall be responsible for any breaches of this Agreement by its employees and agents are bound in writing to Consultant’s obligations under this Agreementagents.

Relationship of the Parties; Independent Contractor; No Employee Benefits. Notwithstanding any provision hereof, Consultant Contractor is an independent contractor of the Company, and neither Consultant nor any Consultant Personnel is not an employee, agent, partner or joint venture venturer of or with Company. Without limiting the generality of the foregoing, neither Consultant Company and shall not bind nor any Consultant Personnel shall bind or attempt to bind Company to any contract, commit the Company to any obligation whatsoever or incur any liability whatsoever on behalf of Company, and any such obligations or liabilities incurred will be exclusively for the account of Consultant; provided however, in no event shall these limitations apply with respect to any actions taken by Consultant in his capacity as the sole officer and director of the Company. Consultant Contractor shall accept any reasonable and lawful directions issued by Company pertaining to the goals to be attained and the results to be achieved by Consultant’s provision of the Services hereunderContractor, but Consultant Contractor shall be solely responsible for the manner and hours in which the Services are performed under this Agreement. This Agreement Contractor shall not entitle Consultant nor any Consultant Personnel be eligible to participate in any of Company’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. This Agreement Company shall not entitle Consultant to any provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to Consultant or any Consultant personnel from the CompanyContractor. Consultant will be solely responsible for the performance of all Consultant Personnel, for compensating such Consultant Personnel, and for complying with all laws and regulations applicable to its relationships with such Consultant Personnel. Without limiting the foregoing, Consultant Contractor shall comply at ConsultantContractor’s expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent contractors. All fees payable Contractor shall bear sole responsibility for all taxes, insurance and benefits, if any, and shall indemnify and hold Company harmless from and against any liability with respect thereto. Company shall provide direction pertaining to Consultant do the goals to be attained and the results to be achieved by Contractor, but Company shall not include any taxes control or direct the manner or means by which Contractor performs the Services, including but not limited to the time and Company is not liable place Contractor performs the Services. Contractor shall furnish, at Contractor’s own expense, the materials, equipment, supplies, and other resources necessary to perform the Services and shall be responsible for any taxes travel or other costs or expenses incurred by Contractor in connection with the performance of the Services, except as otherwise expressly provided in Exhibit A. Contractor will ensure that Consultant is legally obligated its employees, contractors and others involved in the Services, if any, are bound in writing to paythe foregoing, and to all of Contractor’s obligations under any provision of this Agreement, for Company’s benefit and Contractor will be responsible for any noncompliance by them. Consultant Contractor agrees to indemnify Company from any and all claims, damages, liability, settlement, attorneys’ fees and expenses, as incurred, because on account of the foregoing or any breach of this Section 5Agreement or any other action or inaction by or for or on behalf of Contractor. If Consultant is an entityContractor agrees that neither this Agreement nor the Services will constitute a continuation of Contractor’s Continuous Service Status under the Embark Trucks Inc. 2016 Plan and the Embark Technology, it will ensure its employees Inc. 2021 Incentive Award Plan (the “Equity Plans”). Contractor acknowledges that he has forfeited any and agents are bound in writing all awards granted to Consultant’s obligations him under this Agreementthe Equity Plans effective as of June 30, 2023.

Relationship of the Parties; Independent Contractor; No Employee Benefits. Notwithstanding any provision hereof, Consultant is an independent contractor of the Companycontractor, and neither Consultant nor any Consultant Personnel is an employee, agent, partner or joint venture of or with Company. Without limiting the generality of the foregoing, and neither Consultant nor any Consultant Personnel shall bind or attempt to bind Company to any contract, commit the Company to any obligation whatsoever or incur any liability whatsoever on behalf of Company, and any such obligations or liabilities incurred will be exclusively for the account of Consultant; provided however, in no event shall these limitations apply with respect to any actions taken by Consultant in his capacity as the sole officer and director of the Company. Consultant shall accept any reasonable and lawful directions issued by Company pertaining to the goals to be attained and the results to be achieved by Consultant’s provision of the Services hereunder, but Consultant shall be solely responsible for the manner and hours in which the Services are performed under this Agreement. This Agreement shall not entitle Neither Consultant nor any Consultant Personnel shall be eligible to participate in any of Company’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. This Agreement Company shall not entitle Consultant to any provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to Consultant or any Consultant personnel from the CompanyPersonnel. Consultant will be solely responsible for the performance of all Consultant Personnel, for compensating such Consultant Personnel, and for complying with Inpixon Consulting Agreement (v03-1901) Page 2 of 6 all laws and regulations applicable to its relationships with such Consultant Personnel. Without limiting the foregoing, Consultant shall comply at Consultant’s expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent contractors. All fees payable to Consultant do not include any taxes and Company is not liable for any taxes that Consultant is legally obligated to pay. Consultant agrees to indemnify Company from all claims, damages, liability, settlement, attorneys’ fees and expenses, as incurred, because of the foregoing or any breach of this Section 5. If Consultant is an entitya corporation, it will ensure that its employees and agents are bound in writing to Consultant’s obligations under this Agreement.