Independent contractor clause samples

7.INDEPENDENT CONTRACTOR RELATIONSHIP. The Independent Contractor’s relationship with the Company is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. The Independent Contractor shall not be entitled to any of the benefits that the Company may make available to its employees, including, but not limited to, group health or life insurance, profit sharing, or retirement benefits, except as expressly stated in this Agreement. The Independent Contractor is not authorized to make any representation, contract, or commitment on behalf of the Company unless specifically requested or authorized in writing to do so by an executive officer of the Company. The Independent Contractor is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state, or local tax authority with respect to the performance of services and receipt of fees under this Agreement. The Independent Contractor is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. The Company will not withhold for the payment of any social security, federal, state, or any other employee payroll taxes payable with respect to the Independent Contractor. The Company will, as applicable, regularly report amounts paid to the Independent Contractor by filing Form 1099-MISC with the Internal Revenue Service as required by law.

B. TERMINATION BY COMPANY: The Company may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice of termination to the Independent Contractor. In the event that the Company terminates the Independent Contractor’s services hereunder, the Company shall (i) promptly pay the Independent Contractor all monies due through the date of notice of termination and (ii) pay the Independent Contractor for non-cancellable expenses incurred hereunder prior to the date of notice of termination. Upon the notice of termination the Independent Contractor shall stop all work under this Agreement and incur no further expenses hereunder.

1. Independent Contractor. Subject to the terms and conditions of this Agreement, including Addendum A hereof, the Company hereby engages the Contractor as an independent contractor to perform the services set forth herein, and the Contractor hereby accepts such engagement.

Independent Contractor. This Agreement shall not render the Contractor an employee, partner, agent of, or joint venturer with the Company for any purpose. The Contractor is and will remain an independent contractor in their relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Contractor’s compensation hereunder. The Contractor shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Further, during the period that Willson serves on the Board of Directors and/or as Acting President/CEO, Contractor shall continue to be deemed an independent contractor of the Company.

Position: Independent Contractor. Duties and services to be provided by Brent Willson (“Willson”).

Position: Independent Contractor. Contractor shall serve as a Director on the Board of Directors (“Director”) and as acting CFO (“CFO”).

Status as Independent Contractor. The Consultant’s engagement pursuant to this Agreement shall be as independent contractor, and not as an employee, officer or other agent of the Company. Neither party to this Agreement shall represent or hold itself out to be the employer or employee of the other. Consultant further acknowledges the consideration provided hereinabove is a gross amount of consideration and that the Company will not withhold from such consideration any amounts as to income taxes, social security payments or any other payroll taxes. All such income taxes and other such payment shall be made or provided for by Consultant and the Company shall have no responsibility or duties regarding such matters. Neither the Company nor the Consultant possesses the authority to bind each other in any contract without the express written consent of the entity to be bound.

Position: Independent Contractor. Duties and services to be provided by Brent Willson ("Willson"). Willson shall serve as Executive Chairman of the Board of Directors ("Chairman") and Acting President/CEO ("CEO").

Position: Independent Contractor. Contractor shall serve as a Director on the Board of Directors (" Director") and as acting CFO ("CFO").

(iii)the Representative’s breach of Representative’s express representation that Representative is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If a regulatory body or court of competent jurisdiction finds that the Representative is not an independent contractor or is not in compliance with applicable laws related to work as an independent contractor, based on the Representative’s own actions, the Representative will assume full responsibility and liability for all taxes, assessments, and penalties imposed against the Representative or the Company resulting from that contrary interpretation, including taxes, assessments, and penalties that would have been deducted from the Representative’s earnings if the Representative had been on the Company’s payroll and employed as a Company employee.

1. CONSULTANT’S SERVICES. Consultant wishes to provide advice, consultation, assistance and other services to the Company as an independent contractor, and the Company wishes to engage Consultant as an independent contractor. In performing services under this Agreement, Consultant shall comply with all applicable laws, regulations, ordinances, codes and regulations. Consultant agrees that with respect to each project/assignment accepted, he will meet all applicable project deadlines. Consultant will provide services to the Company with a focus on the tasks and responsibilities as set forth on Exhibit A (the “Services”), and as such exhibit and Services may be supplemented upon mutual agreement of the Company and Consultant from time to time.

Independent Contractor. Duties and services to be provided by Brent Willson ("Willson").

(a)Independent Contractor. You acknowledge that the Consulting Services shall be performed in the capacity of an “independent contractor,” that you are solely responsible for determining your actions or inactions in carrying out and performing the Consulting Services, and that nothing in this Agreement shall be construed to create an employment relationship between you and the Company. You agree that, with respect to the Consulting Services provided hereunder, you are not an employee of the Company for any purpose, including, without limitation: (i) for federal, state or local tax, employment, withholding or reporting purposes; or (ii)for eligibility or entitlement to any benefit under any of the Company’s employee benefit plans (including, without limitation, those plans that are subject to the Employee Retirement Income Security Act of 1974, as amended), incentive compensation or other employee programs or policies, except as provided in this Agreement, the Employment Letter or as otherwise required by applicable law.

The Contractor is and shall remain at all times an independent contractor. Nothing contained in this Agreement is intended to create nor shall be construed as creating an employment relationship between the Contractor and the Company. The Contractor has sole responsibility, as an independent contractor, to comply with all laws, rules and regulations relating to the provision of Services, including without limitation, requirements under the Income Tax Act (Canada), the Employment Insurance Act (Canada), and the Canada Pension Plan Act. The Contractor shall be responsible for deducting any and all applicable federal and provincial taxes, deductions, premiums, and amounts owing with respect to those Fees paid by the Company and remitting such amounts to those governmental authorities as prescribed by law. As an independent contractor, the Contractor shall not be entitled to any employment related benefits, including without limitation, any payments under the Employment Standards Act (British Columbia). Upon termination of this Agreement, the Company shall only be responsible for paying those Fees associated with Services provided by the Contractor up to and including the termination date.

(a) Independent Contractor Status. The Consultant agrees to perform the Services hereunder solely as an independent contractor. The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties. The Consultant is and will remain an independent contractor in its relationship to the Company and shall not be considered or deemed to be an employee of the Company for any purpose, including without limitation, for purposes of any pension, bonus, equity or other benefit plan which the Company makes available to its employees. The Company shall not be responsible for withholding taxes with respect to the Consultant’s compensation hereunder. Nothing in this Agreement shall create any obligation between either Party and a third party.

24.14 Relationship of the Parties. Each Party shall bear its own costs incurred in the performance of its obligations hereunder without charge or expense to the other Party except as expressly provided in this Agreement. Neither Adicet nor Regeneron shall have any responsibility for the hiring, termination or compensation of the other Party’s employees or for any employee compensation or benefits of the other Party’s employees. No employee or representative of a Party shall have any authority to bind or obligate the other Party to this Agreement for any sum or in any manner whatsoever, or to create or impose any contractual or other liability on the other Party without said Party’s approval. For all purposes, and notwithstanding any other provision of this Agreement to the contrary, Regeneron’s legal relationship under this Agreement to Adicet, and Adicet’s legal relationship under this Agreement to Regeneron, shall be that of an independent contractor. Nothing in this Agreement shall be construed to establish a relationship of partners or joint ventures between the Parties or any of their respective Affiliates.

4.1 Consultant understands and agrees that he is being engaged by the Company as an independent contractor. Nothing in this Agreement shall transform the Consultant into an employee, agent, or legal representative of the Company in any capacity whatsoever.Unless expressly authorized to do so, Consultant has no authority to bind or obligate the Company in any manner and shall not hold himself out to others as having any such authority.In addition, Consultant shall not make any agreements or representations on the Company’s behalf without the Company’s prior written consent. The Consultant shall be responsible for any and all of his acts or omissions. The Consultant agrees to indemnify and hold harmless the Company from all losses, liabilities, and costs incurred by the Company on account of any acts or omissions of the Consultant.

6.Independent Contractor. Royale and Consultant agree that in the performance of the services contemplated herein, Consultant shall be, and is, an independent contractor, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Consultant and Royale for any purpose. Consultant will be responsible for tools, equipment and all other supplies needed to fully perform its services under the contract. Consultant has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant. Consultant shall be solely responsible for, and shall hold Royale harmless from all matters relating to the payment of Consultant’s employees, including compliance with the Social Security Administration, Internal Revenue Service, withholdings and all other regulations governing such matters. Consultant has no authority (and shall not hold itself out as having authority) to bind Royale and Consultant shall not make any agreements or representations on Royale’s behalf without Royale’s prior written consent. Consultant and its employees or contractors will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Royale to its employees, and Royale will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining workers' compensation insurance on Consultant’s behalf. Consultant shall be responsible for, and shall indemnify Royale against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by Consultant in connection with the performance of the Services shall be your employees or contractors and you shall be fully responsible for them and indemnify Royale against any claims made by or on behalf of any such employee or contractor.

1. Nature of Services/Independent Contractor Relationship. TIMI hereby appoints Representative as an agent to perform the primary duties under this Agreement, which shall be the offering of brokerage services and products (including variable insurance and annuities) and/or investment advisory services on behalf of TIMI, as may be amended from time to time. TIMI acknowledges that Representative is a life insurance salesperson for Thrivent Financial for Lutherans, (“Thrivent”), pursuant to the Thrivent Financial for Lutherans Financial Associate Agreement. Representative is, and shall act at all times as, a self-employed independent contractor. Nothing in this Agreement or in any other policy or procedure of TIMI shall be construed to abridge Representative’s status as an independent contractor or to make Representative an employee of TIMI. With respect to Representative’s relationship with Thrivent, and/or TIMI, Representative shall have full control over the manner and means of performing his or her individual daily activities, with the right to exercise independent judgment and discretion as to the time, place, and manner of offering brokerage services and products (including variable insurance and annuities) and/or investment advisory services, and otherwise providing services under this Agreement. Representative acknowledges that he or she has chosen an independent contractor relationship with TIMI, with its opportunities for financial reward and personal satisfaction, as well as the entrepreneurial risk of economic gain or loss, in preference to a relationship which would place him or her, in a common law employer-employee relationship with TIMI.

A.Independent Contractor. It is the express intention of the Company and Consultant that Consultant perform the Services as an independent contractor to the Company. Nothing in this Agreement shall in any way be construed to constitute Consultant as an agent, employee, partner, co-venturer, or representative of the Company. Without limiting the generality of the foregoing, Consultant is not authorized to bind the Company to any liability or obligation or to represent that Consultant has any such authority. Consultant agrees to furnish (or reimburse the Company for) all tools and materials necessary to accomplish this Agreement and shall incur all expenses associated with performance, except as expressly provided in ExhibitA.

(3)Consultant agrees and understands that he/she is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. Consultant agrees to indemnify and hold harmless the Company and its affiliates and their directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising from or in connection with (i) any obligation imposed on the Company to pay withholding taxes or similar items, (ii) any determination by a court or agency that the Consultant is not an independent contractor. The parties will comply with all federal, state, and local tax laws applicable to transactions occurring under this Agreement. Consultant will provide Company with a completed Form W-9, applicable Form W-8 series form, or Form 8233, as appropriate, for federal income tax reporting purposes.

11. Independent Contractor. This Agreement shall not render the Contractor an employee, partner, agent of, or joint venture with the Company for any purpose. The Contractor is and will remain an independent contractor in their relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Contractor’s compensation hereunder. The Contractor shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

A TRS may not directly or indirectly operate or manage a lodging facility. However, rent received by a REIT from the lease of a qualified lodging facility to a TRS Lessee may qualify as “rents from real property” for purposes of both the 75% and 95% gross income tests, provided that the facility is operated by a hotel management company that qualifies as an “eligible independent contractor.” The Code defines a “qualified lodging facility” generally to mean a hotel, motel, or other establishment more than one-half of the dwelling units in which are used on a transient basis, unless wagering activities are conducted at or in connection with such facility by any person who is engaged in the business of accepting wagers and who is legally authorized to engage in such business at or in connection with such facility. A “qualified lodging facility” includes customary amenities and facilities operated as part of, or associated with, the lodging facility as long as such amenities and facilities are customary for other properties of a comparable size and class owned by other unrelated owners. If the IRS were to treat a subsidiary corporation of ours as directly or indirectly operating or managing a lodging facility, such subsidiary would not qualify as a TRS, which could jeopardize our REIT qualification under the REIT 5% and 10% asset tests.

Second, we must not own, actually or constructively, 10% or more of the stock or the assets or net profits of any lessee, other than a TRS. All of our hotel properties, other than the Select Hotels and certain hotels owned by a TRS and managed by a hotel management company, are leased to our TRSs. As described above, rent that we receive from a TRS with respect to any hotel will qualify as “rents from real property” as long as the property is operated on behalf of the TRS by an eligible independent contractor. Our Certificate of Incorporation contains restrictions on the ownership and transfer of our stock. In general, no person or entity may beneficially own, or be deemed to own by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% (in value or in number of shares, whichever is more restrictive) of our outstanding common stock or more than 9.8% (in value or in number of shares, whichever is more restrictive) of any outstanding class or series of our preferred stock. Applying the tax ownership rules, including certain attribution rules, we believe that Hilton Worldwide and/or one or more actual or constructive owners of 10% or more of the stock of Hilton Worldwide does not own, actually or constructively, more than 35% of our stock. However, because the tax ownership rules and attribution rules are complex and there is no or limited authority on certain aspects of those rules, and because the stock of Hilton Worldwide is publicly traded and is not subject to any restrictions on ownership and transfer, there can be no assurance that Hilton Worldwide will satisfy the 35% ownership requirement to be an eligible independent contractor. In addition to the 35% ownership requirement with respect to Hilton Worldwide, the hotel management contracts between our TRS Lessees and subsidiaries of Hilton Worldwide are substantially similar to the hotel management contracts between subsidiaries of Hilton Worldwide and third party hotel owners. Thus, we believe that Hilton Worldwide and its subsidiaries should qualify as eligible independent contractors with respect to our TRS Lessees.

We own and operate the Select Hotels, which we do not lease to a TRS, and are not operated through an independent contractor. Income we earn from operating the Select Hotels generally will not be qualifying income for purposes of the 75% or 95% gross income tests. In addition, any fee income that we earn generally will not be qualifying income for purposes of the 75% or 95% gross income tests. Any fees earned by a TRS, however, will not be included for purposes of the 75% or 95% gross income tests.

7.1 Independent Contractor. All Consulting Services will be rendered by Consultant as an independent contractor and this Agreement does not create an employer-employee, principal-agent, joint venture or partnership relationship between Consultant and Client. Consultant will have no right to receive any employee benefits, such as health and accident insurance, sick leave or vacation which are accorded to employees of Client. Consultant will not in any way represent Consultant to be an employee, partner, joint venturer or agent of Client.

receive from a TRS Lessee with respect to a Lease to qualify as “rents from real property” under Section856(d) of the Code (and thus for Park to satisfy the gross income tests applicable to REITs) is that Hilton must qualify as an Eligible Independent Contractor. With respect to each of Park and Park Subsidiary REIT respectively, an Eligible Independent Contractor means, with respect to a Hotel, an “independent contractor” as defined in Section856(d)(3) of the Code (an “Independent Contractor”) from whom the REIT derives no income, who is adequately compensated, and, at the time the Independent Contractor enters into a management agreement to operate the Hotel, is actively engaged in the trade or business of operating “qualified lodging facilities” as defined under Section856(d)(9)(D) of the Code for any person who is not a related person with respect to Park, Park Subsidiary REIT, or the TRS Lessees. For Hilton to qualify as an Independent Contractor with respect to each of Park and Park Subsidiary REIT respectively, (i)Hilton cannot own, directly or indirectly, more than 35% of shares of the REIT’s stock and (ii)not more than 35% of the total combined voting power of Hilton’s stock (or 35% of the total shares of all classes of its stock) can be owned, directly or indirectly, by one or more persons owning 35% or more of the shares of the REIT’s stock, in each case, taking into account certain constructive ownership rules set forth in Section318(a) of the Code (as modified by Section856(d)(5) of the Code) (collectively, the “35% Ownership Requirement”). For the period commencing on January4, 2017: (i) Park and Hilton have only had common stock outstanding, and (ii)both Park Common Sharesand the shares of common stock of Hilton (the “Hilton Common Shares”) have been and are currently regularly traded on an established securities market. Thus, only persons who own, directly or indirectly (taking into account the constructive ownership rules), more than 5% of Park Common Shares and more than 5% of the Hilton Common Shares (the owner of such amount of stock, a “5% Shareholder”) are taken into account as owning any of Park Common Shares or the Hilton Common Shares for purposes of applying the limitation in clause (ii)of the preceding sentence. Since the formation of Park Subsidiary REIT, Park has indirectly owned 100% of Park Subsidiary REIT’s outstanding stock.

(b)Indemnification of Company by Developer. The Company has entered into this Agreement in reliance on information provided by the Developer, including the Developer’s express representation that it is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If any regulatory body or court of competent jurisdiction finds that the Developer is not an independent contractor and/or is not in compliance with applicable laws related to work as an independent contractor, based on the Developer’s own actions, the Developer shall assume full responsibility and liability for all taxes, assessments, and penalties imposed against the Developer and/or the Company resulting from such contrary interpretation, including but not limited to taxes, assessments, and penalties that would have been deducted from the Developer’s earnings had the Developer been on the Company’s payroll and employed as an employee of the Company.

Consultant shall render advice, consultation, information and services concerning the Company’s technology strategy, including but not limited to, virtual currency mining and deployment, cryptocurrency trading and the Company’s positioning in the blockchain industry. The Company will retain Consultant’s services in the capacity of an independent contractor. It is agreed that Consultant will not be an employee nor authorized agent of the Company. Accordingly, it is agreed that Consultant will serve in his capacity as Chief Technology Officer as an independent contractor and that no employment relationship is formed between him and the Company. As such, Consultant shall determine the time, location, manner and means by which he will perform and complete the services typical of a Chief Technology Officer at the direction of the Company’s board of directors and its President. Consultant shall have no authority to enter into contracts or binding commitments or obligations in the name of or on behalf of Company without the express prior written authorization of the Company as to the specific contract or commitment.

Lessee with respect to a Lease to qualify as “rents from real property” under Section856(d) of the Code (and thus for the Company to satisfy the gross income tests applicable to REITs) is that Hilton must qualify as an Eligible Independent Contractor. An Eligible Independent Contractor means, with respect to a Hotel, an “independent contractor” as defined in Section856(d)(3) of the Code (an “Independent Contractor”) from whom the Company derives no income, who is adequately compensated, and, at the time the Independent Contractor enters into a management agreement to operate the Hotel, is actively engaged in the trade or business of operating “qualified lodging facilities” as defined under Section856(d)(9)(D) of the Code for any person who is not a related person with respect to the Company or its TRS Lessees. For Hilton to qualify as an Independent Contractor with respect to the Company, (i)Hilton cannot own, directly or indirectly, more than 35% of shares of the Company’s stock and (ii)not more than 35% of the total combined voting power of Hilton’s stock (or 35% of the total shares of all classes of its stock) can be owned, directly or indirectly, by one or more persons owning 35% or more of the shares of the Company’s stock, in each case, taking into account certain constructive ownership rules set forth in Section318(a) of the Code (as modified by Section856(d)(5) of the Code) (collectively, the “35% Ownership Requirement”). For the period commencing on January4, 2017: (i) the Company and Hilton have only had common stock outstanding, and (ii)both the Company Common Sharesand the shares of common stock of Hilton (the “Hilton Common Shares”) have been and are currently regularly traded on an established securities market. Thus, only persons who own, directly or indirectly (taking into account the constructive ownership rules), more than 5% of the Company Common Shares and more than 5% of the Hilton Common Shares (the owner of such amount of stock, a “5% Shareholder”) are taken into account as owning any of the Company Common Shares or the Hilton Common Shares for purposes of applying the limitation in clause (ii)of the preceding sentence.

2. Independent Contractor. I expressly and unconditionally understand, acknowledge and agree that, as an Ambassador, I am solely and exclusively an independent contractor, under the employment laws of the state in which the Ambassador resides and/or operates, and I am not an employee, agent, partner, legal representative or franchisee of Vitalibis. I understand and agree that I am not, and will not be treated as, an employee of Vitalibis for any purpose whatsoever, including, but not limited to federal or state tax purpose(s) and/or purpose(s) of any direct or indirect employee benefit(s) of any nature or kind whatsoever. Other than my status as an independent contractor, I do not have any other relationship of whatsoever nature, directly or indirectly, with Vitalibis. I expressly and unconditionally understand and agree that Vitalibis is not responsible for my withholding, or any other kind or form of taxes, and shall not withhold or deduct any taxes from any compensation, unless such withholding becomes required by an applicable law, rule or regulation.

(1) Engagement as Independent Contractor. Cothran Properties agrees to provide services to Bank as set forth below. It is agreed that in the performance of services under this Agreement, Cothran Properties is an independent contractor and shall not be an agent of Bank. Nothing contained in this Agreement shall be construed to create a joint venture, partnership, association, or other affiliation between the parties hereto, it being specifically agreed that the relationship is and shall remain that of independent parties to a contractual relationship as set forth in this Agreement. Bank shall neither have nor exercise any specific control or direction over the particular methods by which Cothran Properties shall perform the services required by this Agreement. Neither party shall be liable for the debts or obligations of the other except as otherwise specifically provided in this Agreement. Bank will not withhold on compensation paid to Cothran Properties for income tax or any other withholding pursuant to any law or requirement of any governmental body. Cothran Properties shall not hold itself out as an agent of Bank and will file all governmental reports including but not limited to federal and state tax returns consistent with being an independent contractor.