Independent Contractor. The Company acknowledges that GSS has been retained to act solely as a financial advisor to the Company. In such capacity, GSS shall act as an independent contractor, and any duties of GSS arising out of its engagement pursuant to this Agreement shall be owed solely to the Company. GSS shall be responsible for the payment of all federal, state and local taxes which may be payable in connection with the receipt of compensation hereunder.

INDEPENDENT CONTRACTOR. Nothing contained in this Agreement shall be construed to create the relationship of joint venture or partnership between Service Provider and Recipient. Service Provider is an independent contractor and shall be free, subject to the terms and conditions of this Agreement, to exercise judgment and discretion with regard to the conduct of business.

Independent Contractor. The parties agree that the relationship of each of PureTech and PTM, on the one hand, to the Operating Company, on the other hand, is that of an independent contractor. Neither PureTech nor PTM shall act as the agent of the Operating Company or execute any instrument purporting to bind the Operating Company. The Operating Company shall not act as the agent of PureTech or PTM and shall not execute any instrument purporting to bind PureTech or PTM. Notwithstanding the foregoing, PTM Personnel to the Operating Company may enter into contracts, agreements, and other instruments binding on the Operating Company if authorized to do so as part of their customary responsibilities for the Operating Company and if approved by the Operating Company.

Independent Contractor. Nothing herein shall create any association, partnership, joint venture, fiduciary duty or the relation of principal and agent between the Parties hereto, it being understood that each Party is acting as an independent contractor, and neither Party shall have the authority to bind the other or the other’s representatives in any way.

Independent Contractor. This Agreement does not create an employer-employee relationship between the Company and Consultant. It is the parties’ intention that Consultant will be an independent contractor and not the Company’s employee for any purpose. Consultant will retain sole and absolute discretion and judgment in the manner and means of carrying out Consultant’s activities and responsibilities hereunder. Consultant and Company agree that Consultant’s business is a separate and independent enterprise from that of the Company, that Consultant has a full opportunity to find other business, and that Consultant will utilize a high level of skill necessary to perform Consultant’s Duties. Consultant does not have the authority to enter into any contract on behalf of the Company or otherwise to bind the Company to any agreement unless expressly authorized in writing to do so, and the Company will not be liable for any obligation incurred by Consultant, except as otherwise provided herein.

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

Independent Contractor. At all times during the Consulting Period, your status shall be that of an independent contractor, and you will not act as a representative for or on behalf of the Company for any purpose or transaction, and may not bind or otherwise obligate the Company in any manner whatsoever without obtaining the prior written approval of the Company therefor. All consulting fees paid to you shall represent fees for services as an independent contractor, and shall therefore be paid without any deductions or withholdings taken therefrom for taxes or for any other purpose. The determination of any tax liability or other consequences of any payment made pursuant to the terms of this Agreement will be your sole responsibility and you will pay all taxes, if any, assessed on such payments under the applicable laws of any Federal, state, local or other jurisdiction. Except as described herein, during the Consulting Period, you will not be eligible to participate in any of the employee benefit plans or arrangements of the Company.

Independent Contractor. The Parties understand and agree that Director is an independent contractor and not an employee of the Company. Director has no authority to obligate the Company by contract or otherwise. Director recognizes and agrees that no amount will be withheld or deducted from his compensation for payment of any federal, state, county, or local taxes (except as otherwise required by applicable law or regulation) and that Director has sole responsibility to pay such taxes, if any, and file such returns as shall be required by applicable laws and regulations. The Parties agree that Director will not be eligible for any employee benefits or unemployment benefits nor will the Company make deductions from Director’s compensation pursuant to any private or public benefit program.

Status as an Independent Contractor. The Company and [[Mr. Kanas:Person]] acknowledge and agree that the Company shall not exercise general supervision or control over the time, place or manner in which [[Mr. Kanas:Person]] provides the services hereunder, and that in performing the services pursuant to this Agreement [[Mr. Kanas:Person]] shall be acting and shall act at all times as an independent contractor only and not as an employee, agent or partner of or with the Company or its affiliates. [[Mr. Kanas:Person]] acknowledges that he is solely responsible for the payment of all Federal, state, local and foreign taxes that are required by applicable laws or regulations to be paid with respect to the remuneration payable hereunder, and the Company shall not be required to withhold and/or pay applicable employment taxes, except as otherwise required by applicable law or as determined by the Company in respect of the Awards. In the capacity as a non-employee advisor, [[Mr. Kanas:Person]] shall have no authority to sign any document or extend any credit on behalf of the Company or to bind the Company in any way. The Company acknowledges that [[Mr. Kanas:Person]] is not prohibited by this Agreement from obtaining employment with or otherwise providing services to another entity during the Term, provided that, # such other employment or services do not interfere with [[Mr. Kanas:Person]]' ability to perform his obligations under this Agreement or # result in a violation of the obligations under Sections 5 or 6 of this Agreement, any provision of the Employment Agreement that survives the termination thereof or any fiduciary duty or other obligation that [[Mr. Kanas:Person]] may owe to the Company.

“Contractor Owned IP” means any # Contractor Background IP and # Contractor Foreground IP, including all Intellectual Property Rights appurtenant thereto.