Common use of Status as Independent Contractor Clause in Contracts

Status as Independent Contractor. (a) Subdistributor is an independent contractor under this Agreement. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties or an employee/employer relationship. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any Customer or other third party. 137303028.3 Rev 102017a (b) The operations of Subdistributor are subject to the sole control of Subdistributor. Subdistributor is solely responsible for its Personnel and there are no joint employment relationships with Distributor regarding such Personnel by virtue of this Agreement. Without limitation of the foregoing, Subdistributor is solely responsible for, at its own expense: (i) providing such office space and facilities, and such Personnel (and their training) as may be necessary to carry out its obligations under this Agreement; (ii) compensating all Subdistributor Personnel for any services rendered in connection with the performance of its obligations under this Agreement; (iii) covering all Personnel under any applicable social benefit laws (including workers’ compensation and applicable state disability insurance) and obtaining any other customary insurance pertaining to Subdistributor’s operations and Personnel; and (iv) making any and all payroll deductions and contributions that may be required by Law or otherwise with respect to the Personnel. Subdistributor shall be solely responsible for any and all costs or expenses that it may incur in the performance of its obligations under this Agreement. (c) The Distributor, to the extent applicable, shall issue Subdistributor a Form 1099 for all payments made hereunder. All taxes, withholding and the like on any and all amounts paid under this Agreement shall be solely, and absolutely the Subdistributor’s responsibility. The Subdistributor agrees that it shall indemnify, defend and hold the Distributor and its employees, affiliates, and sales representatives, harmless from and against any judgments, fines, costs or fees associated with such payments hereunder.

Status as Independent Contractor. (a) Subdistributor is an independent contractor under this Agreement. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties or an employee/employer relationship. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any Customer or other third party. 137303028.3 Rev 102017a. (b) The operations of Subdistributor are subject to the sole control of Subdistributor. Subdistributor is solely responsible for its Personnel and there are no joint employment relationships with Distributor regarding such Personnel by virtue of this Agreement. Without limitation of the foregoing, Subdistributor is solely responsible for, at its own expense: (i) providing such office space and facilities, and such Personnel (and their training) as may be necessary to carry out its obligations under this Agreement; (ii) compensating all Subdistributor Personnel for any services rendered in connection with the performance of its obligations under this Agreement; (iii) covering all Personnel under any applicable social benefit laws (including workers’ compensation and applicable state disability insurance) and obtaining any other customary insurance pertaining to Subdistributor’s operations and Personnel; and (iv) making any and all payroll deductions and contributions that may be required by Law or otherwise with respect to the Personnel. Subdistributor shall be solely responsible for any and all costs or expenses that it may incur in the performance of its obligations under this Agreement. (c) The Distributor, to the extent applicable, shall issue Subdistributor a Form 1099 for all payments made hereunder. All taxes, withholding and the like on any and all amounts paid under this Agreement shall be solely, and absolutely the Subdistributor’s responsibility. The Subdistributor agrees that it shall indemnify, defend and hold the Distributor and its employees, affiliates, and sales representatives, harmless from and against any judgments, fines, costs or fees associated with such payments hereunder.

Status as Independent Contractor. (a) Subdistributor is an independent contractor under this Agreement. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties or an employee/employer relationship. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any Customer or other third party. 137303028.3 Rev 102017a (b) The operations of Subdistributor are subject to the sole control of Subdistributor. Subdistributor is solely responsible for its Personnel and there are no joint employment relationships with Distributor regarding such Personnel by virtue of this Agreement. Without limitation of the foregoing, Subdistributor is solely responsible for, at its own expense: (i) providing such office space and facilities, and such Personnel (and their training) as may be necessary to carry out its obligations under this Agreement; (ii) compensating all Subdistributor Personnel for any services rendered in connection with the performance of its obligations under this Agreement; (iii) covering all Personnel under any applicable social benefit laws (including workers’ compensation and applicable state disability insurance) and obtaining any other customary insurance pertaining to Subdistributor’s operations and Personnel; and (iv) making any and all payroll deductions and contributions that may be required by Law or otherwise with respect to the Personnel. Subdistributor shall be solely responsible for any and all costs or expenses that it may incur in the performance of its obligations under this Agreement. (c) The Distributor, to the extent applicable, shall issue Subdistributor a Form 1099 for all payments made hereunder. All taxes, withholding and the like on any and all amounts paid under this Agreement shall be solely, and absolutely the Subdistributor’s responsibility. The Subdistributor agrees that it shall indemnify, defend and hold the Distributor and its employees, affiliates, and sales representatives, harmless from and against any judgments, fines, costs or fees associated with such payments hereunder.

Status as Independent Contractor. (a) Subdistributor is In performing the Consulting Services hereunder, Xx. Xxxxxx shall act solely in an independent contractor under this Agreement. Nothing advisory capacity and not as the agent, employee or servant of the Company (or the Company’s parents, subsidiaries or affiliates, including but not limited to NFPISI or PF), shall not be or in this Agreement creates any agencyway hold himself out as an agent, joint ventureofficer or employee of the Company (or the Company’s parents, partnershipsubsidiaries or affiliates, including but not limited to NFPISI or other form of joint enterprisePF), employment, or fiduciary relationship between the Parties or an employee/employer relationship. Neither Party has any express or implied right or and shall not have authority to assume act for the Company (or create any obligations on behalf of the Company’s parents, subsidiaries or in the name of the other Party affiliates, including but not limited to NFPISI or PF) or to bind the other Party commit or otherwise obligate any of them with respect to any contract, agreement, or undertaking with any Customer or other third party. 137303028.3 Rev 102017amatter. (b) The operations Because Xx. Xxxxxx is an independent contractor, the Company will not deduct or withhold from the fees payable to Xx. Xxxxxx pursuant to Section 3 above any federal, state or local income taxes or Federal Insurance Contributions Act (“FICA”) taxes or any other employment tax, nor will it pay on behalf of Subdistributor are subject to Xx. Xxxxxx any FICA taxes or Federal Unemployment Tax Act taxes or any other employment tax. It will be the sole control responsibility of SubdistributorXx. Subdistributor is solely responsible for its Personnel Xxxxxx to pay all applicable federal, state and there are no joint employment relationships with Distributor regarding such Personnel by virtue of this Agreement. Without limitation of the foregoing, Subdistributor is solely responsible for, at its own expense: local income taxes and any Self Employment Contribution Act (i“SECA”) providing such office space taxes and facilities, and such Personnel (and their training) as may be necessary to carry out its obligations under this Agreement; (ii) compensating all Subdistributor Personnel for any services rendered in connection with the performance of its obligations under this Agreement; (iii) covering all Personnel under any applicable social benefit laws (including workers’ compensation and applicable state disability insurance) and obtaining any other customary insurance pertaining to Subdistributor’s operations and Personnel; and (iv) making any and all payroll deductions and contributions employment tax that may be required by Law or otherwise are owed with respect to the Personnelfee payable to Xx. Subdistributor Xxxxxx hereunder. Xx. Xxxxxx also shall be solely responsible for any and all costs or expenses that it may incur in the performance wages, salaries and benefits of its obligations under this Agreementany employees of Xx. Xxxxxx. (c) The DistributorOther than as expressly set forth in Sections 3(e)(i) or 3(e)(iv) above, Xx. Xxxxxx understands and agrees that as an independent contractor he shall not be entitled to, and shall make no claim to, rights or fringe benefits offered to employees of the extent applicableCompany (or the Company’s parents, shall issue Subdistributor a Form 1099 for all payments made hereunder. All taxessubsidiaries or affiliates, withholding and including but not limited to NFPISI or PF), including but not limited to any retirement, savings, health, medical, welfare, life insurance, disability, vacation, stock purchase, stock option or other benefit plans or programs applicable to employees by or on behalf the like on any and all amounts paid under this Company (or the Company’s parents, subsidiaries or affiliates, including but not limited to NFPISI or PF). (d) This Agreement shall not be solely, and absolutely construed as creating a partnership or joint venture between the Subdistributor’s responsibility. The Subdistributor agrees parties or as vesting any other form of legal association that it shall indemnify, defend and hold would impose liability upon one party for the Distributor and its employees, affiliates, and sales representatives, harmless from and against any judgments, fines, costs act or fees associated with such payments hereunderfailure to act of the other party.