Common use of MISCELLANEOUS REPRESENTATIONS Clause in Contracts

MISCELLANEOUS REPRESENTATIONS. (a) Each party respectively represents and warrants that it or he has all requisite power to enter into this Agreement and that the execution, delivery and performance of this Agreement does not and will not result in any violation of, be in conflict with, or constitute a default under any agreement or other instrument to which such party is bound. Upon becoming aware of, or receiving any notice from any third party that alleges any such violation, conflict or default, the party receiving such notice shall immediately advise the other. (b) Nothing contained in this Agreement is intended or shall be deemed to create the relationship of employer and employee between you and the Company. You are retained as an independent contractor and shall not be entitled to any employment rights or benefits provided by the Company to its employees, including paid vacation, holiday and sick time, medical, dental, life and disability insurance, and participation in any pension or bonus plan of the Company. You expressly understand and acknowledge that (i) you will be solely responsible for the reporting and payment of any federal, state and local income taxes that may arise out of the fees paid to you under this Agreement and (ii) you will be solely responsible to obtain and maintain any insurance policy that you deem necessary in the performance of the strategic advisory services other than the Company’s obligations as D&O and general liability to name you as an additional insured under this Agreement and understand and acknowledge that the Company will not maintain any insurance policies, including workers compensation insurance, in connection with your retention under this Agreement. (c) You shall have no authority to bind the Company in any way and may not enter into, terminate or modify any agreement, contract or commitment on behalf of the Company. You shall not make any representation to any third party that you are the Company’s agent or authorized to bind the Company except pursuant to a delegation from the Board or the CEO within their respective authority. (d) You shall not make any public statement, or issue any press release, concerning the Company or any of the services being provided by you to the Company under this Agreement without the prior written approval of the Company.