Common use of Status as an Independent Contractor Clause in Contracts

Status as an Independent Contractor. You will provide services under this agreement as an independent contractor for the Company. Neither of the parties, nor their respective agents, employees, consultants, or representatives, shall be considered employees, joint venturers, co-venturers, partners, or agents of the other party. Nothing contained in this agreement shall be construed to create a relationship of employer and employee, master and servant, principal and agent, or partners, joint venturers, or co-venturers between you and the Company or between you and any employee or agent of the Company. The relationship of the parties under this agreement is strictly contractual and shall not give rise to any fiduciary relationship. Your activities under this agreement will not be supervised and, other than project delivery or completion dates there are no fixed or set hours for the performance of work hereunder. As an independent contractor, you will determine the method, details, and means of performing all services to be performed under this letter agreement. Likewise, you are responsible for all costs and expenses incident to the performance of services performed under this letter agreement, including but not limited to all fees, licenses, bonds, and taxes required of, or imposed against, you and all other costs of doing business by you. The Company shall not be responsible for any expenses incurred by you in performing any of the services under this letter agreement. You are responsible for furnishing all labor and materials to perform all services hereunder. For example, you must supply, at your own expense, all tools and instrumentalities required to accomplish the work agreed to be performed in accordance with this letter agreement. You are not required to purchase or rent any tools, equipment or services from the Company. You will perform the services required by this letter agreement at a place or location and at such times as you determine will reasonably and efficiently fulfill your obligations under this agreement. However, you acknowledge and agree that your physical presence at the Company’s premises (or any other location as reasonably requested by the Company) may be required as part of your duties under this agreement. You may not represent to any third person or entity that you are authorized to enter into any contract for, or on behalf of, the Company; and you may not enter into any contract or other commitment for, or on behalf of, the Company or otherwise attempt to bind the Company in any manner whatsoever, without the Company’s prior written consent.

Status as an Independent Contractor. You will provide services under this agreement (a) The Parties understand and acknowledge that, as of January 1, 2024, the Executive’s relationship with the Company and its Subsidiaries shall be that of an independent contractor for the Company. Neither of the parties, nor their respective agents, employees, consultants, or representatives, shall be considered employeesand nothing in this Agreement creates a partnership, joint venturers, co-venturers, partners, venture or agents of any employer- employee relationship between the other party. Nothing contained in this agreement shall be construed to create a relationship of employer and employee, master and servant, principal and agent, or partners, joint venturers, or co-venturers between you Executive on the one hand and the Company or between you any of its Subsidiaries on the other hand. Subject only to such specific limitations as are contained in this Agreement, during the Director Term and the Advisory Term, neither the Company nor any employee of its Subsidiaries shall have the authority to, nor shall it, supervise, direct or agent control the manner, means, details or methods utilized by the Executive to perform the Director Services or Advisor Services, as applicable, under this Agreement. (b) The Executive shall be issued a tax form 1099 by the Company for each applicable calendar year which reflects the amount of any taxable payments received by the Executive in respect of the CompanyDirector Services and the Advisor Services for such calendar year. The relationship Executive will be responsible for the payment of all taxes relating to compensation received under Sections 2 and 3 of this Agreement (including, without limitation, income taxes, social security contributions, and similar obligations), and the parties under this agreement is strictly contractual and Company shall not give rise be obligated to withhold any fiduciary relationship. Your activities under this agreement will not be supervised and, other than project delivery such amounts from the Executive’s compensation or completion dates there are no fixed pay any such taxes for or set hours for on the performance of work hereunder. As an independent contractor, you will determine the method, details, and means of performing all services to be performed under this letter agreement. Likewise, you are responsible for all costs and expenses incident to the performance of services performed under this letter agreement, including but not limited to all fees, licenses, bonds, and taxes required of, or imposed against, you and all other costs of doing business by youExecutive’s behalf. The Company shall not make any social security, workers’ compensation or unemployment insurance payments on the Executive’s behalf. (c) The Parties understand and acknowledge that, following the Transition Date, the Executive will not be responsible for considered an employee of the Company or any expenses incurred by you of its Subsidiaries and, except as provided in performing Section 1(b) of this Agreement, will not be entitled to participate in any of the services under this letter agreement. You are responsible for furnishing all labor and materials to perform all services hereunder. For exampleemployee benefit plans, you must supplyprograms, at your own expense, all tools and instrumentalities required to accomplish the work agreed to be performed in accordance with this letter agreement. You are not required to purchase policies or rent any tools, equipment or services from the Company. You will perform the services required arrangements maintained by this letter agreement at a place or location and at such times as you determine will reasonably and efficiently fulfill your obligations under this agreement. However, you acknowledge and agree that your physical presence at the Company’s premises (or any other location as reasonably requested by the Company) may be required as part of your duties under this agreement. You may not represent to any third person or entity that you are authorized to enter into any contract for, or on behalf of, the Company; and you may not enter into any contract or other commitment for, or on behalf of, the Company or otherwise attempt any of its Subsidiaries (the “Company Group Benefit Plans”) (and if, for any reason, any government agency, court, or other entity determines that the Executive is entitled to bind the Company participate in any manner whatsoever, without Company Group Benefit Plan for any portion of the period during which the Executive is providing Director Services or Advisor Services to the Company’s prior written consent, then the Executive hereby waives his right to receive any benefits under such Company Group Benefit Plan (except as provided in Section 1(b) of this Agreement).