Common use of Services and Duration Clause in Contracts

Services and Duration. 3.1. The Company hereby appoints the Consultant as its exclusive provider of the Services, in accordance with the terms set forth herein. 3.2. The Consultant hereby duly accepts its appointment as the Company's exclusive provider of Services in accordance with the terms hereof. 3.3. Consultant will provide the Services in a timely and professional manner, and in accordance with all applicable laws, including without limitation, state and federal laws, ordinances, requirements, industry standards, guidelines and regulations (all of the foregoing collectively, "Regulations") in connection with the Services provided hereunder. 3.4. Consultant undertakes to ensure that at all times during the term of this Agreement, that Consultant's POC shall remain a director of the Consultant, as well as the beneficiary of a majority of its ownership interests, regardless of Consultant's legal structure, and shall remain ultimately responsible for delivery of the Services to the Company. 3.5. The Consultant further undertakes that all written advice given by the Consultant in the course of providing the Services to the Company are reviewed, confirmed, executed and delivered by Consultant's POC personally, and that Consultant's POC shall be the Company's primary point of contact with respect Consultant's delivery of the Services during the Term. 3.6. Consultant may not subcontract or assign the Services provided hereunder without the prior written consent of Company, and any approved subcontract or assignment thereof shall be subject to the terms and conditions of this Section. Consultant shall remain liable for all work performed by any subcontractor on behalf of Consultant hereunder and for such subcontractor's compliance with this Agreement. Consultant will be responsible for payment of its subcontractors and hereby indemnifies Company against any claims resulting from Consultant's failure to pay, including discharging (at Consultant's expense) any liens obtained by its subcontractors against Company or Company property. 3.7. Consultant understands and agrees that all of its employees and agents performing any of the Services ("Personnel") are Consultant's employees for all purposes, including federal, state and local taxes, workers compensation or any other similar taxes or insurance obligations, and that under no circumstances will Consultant or any of its agents, subcontractors, employees or any person performing the Services be deemed employees of the Company for any purpose. Consultant will hire, fire, discipline, schedule, direct, assign, evaluate and completely supervise the Services performed by the Personnel. Consultant is solely responsible for all applicable federal, state and local taxes, workers compensation and other taxes or insurance levied on payments to the Consultant by the Company. Neither Consultant, nor its employees or staff, are eligible for any benefits granted by the Company to the Company's employees, including without limitation, pension and retirement plans; life, medical or disability insurance; or any fringe benefit of any kind, nor will the Company be liable to any of Contactor's Personnel for unemployment insurance.