The matters described above and for the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
SERVICES PROVIDED
The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client
The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services")
The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
This Agreement may be terminated at any time by the mutual agreement of the Parties
Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement
In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement and supersedes any and all indemnifications materialized prior to and after.
The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without he prior written consent of the Client. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision