Provider and Company shall at all times be deemed to be in an independent contractor relationship and nothing herein shall be construed to create or imply that there exists between the parties a partnership, joint venture, or other combined business organization. Provider shall hold no authority, express or implied, to commit, obligate or make representations on behalf of Company and shall make no representation to others to the contrary.
Nothing herein is intended nor shall be construed for any purpose as creating the relationship of employer and employee or agent and principal between the parties. Except as otherwise specified herein, Provider retains the right to direct, control or supervise the details and means by which the consulting Services are provided. Provider’s employees shall not be eligible for, or participate in, any insurance, pension, workers’ compensation insurance, profit sharing or other plans established for the benefit of Company employees.
Provider shall be responsible for payment of all foreign and domestic taxes arising out of the Provider’s activities in connection with this Agreement, including without limitation, sales, goods and services, excise, value added or similar taxes, whether of federal or other jurisdictional level, social security taxes, unemployment insurance taxes, and any other taxes or business license fees as required.
Company shall not be responsible for withholding any income or employment taxes whatsoever on behalf of Provider, and Provider further agrees to indemnify, defend and hold Company harmless from and against any claims or action arising out of or relating to Provider's failure to withhold such taxes on behalf of Provider or Provider’s employees.
Provider shall retain all books, records, documents and other evidence pertaining to its Services rendered and billings made under this Agreement (“the Records”). The Records shall be subject to inspection and audit by Company and the Government (if necessary) at all reasonable times and upon reasonable notice for a period of three (3) years after final payment under this Agreement.
If any audit of Provider's invoiced charges demonstrates that Provider’s invoiced charges exceed the correct charges, Provider shall immediately pay or refund such excess charges to Company’ account, and if such excess charges exceed the correct charges by more than five percent (5%), Provider shall also pay or reimburse Company for all reasonable costs of such audit, to include any reasonable costs (including attorneys fees and costs) incurred by Company in collecting such excess charges from Provider.