The Consultant shall perform all Services under this Agreement as an "independent contractor" and not as an employee or agent of the Company or a Portfolio Company. The Consultant is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the Company or a Portfolio Company or to bind the Company or a Portfolio Company in any manner.

Independent Contractor Status. Executive and the Company acknowledge and agree that, during the Consulting Period, Executive shall be an independent contractor. During the Consulting Period and thereafter, Executive shall not be an agent or employee of the Company and shall not be authorized to act on behalf of the Company. Personal income and self-employment taxes for Equity Awards that vest during the Consulting Period shall be the sole responsibility of Executive. Executive agrees to indemnify and hold the Company and the other entities released herein harmless for any tax claims or penalties resulting from any failure by Executive to make required personal income and self-employment tax payments with respect to such Equity Awards.

Independent Contractor Status. The relationship of Executive to [[Orthofix:Organization]] in performing the Consulting Services shall be that of an independent contractor, and nothing contained in this Agreement shall create or imply a partnership, joint venture, agency, or employment relationship between Executive and [[Orthofix:Organization]]. Executive shall have sole control of the manner and means of performing the Consulting Services under this Agreement and shall complete such services in accordance with Consultant’s own means and methods of work. Consultant is not authorized to bind [[Orthofix:Organization]] or to otherwise make any representation, agreement, or commitment on behalf of [[Orthofix:Organization]]. Executive agrees that he shall not claim or represent to be an employee, partner, agent, or principal of [[Orthofix:Organization]].

Independent Contractor Status. As a Senior Advisor, you will be an independent contractor to the Company; you will not be considered an employee for purposes of any Company employment policy, plan or program, and will not act as an agent of the Company or have authority to bind, represent or speak for the Company, other than as a member of the Board. The Company will record Senior Advisor Fee payments on an IRS Form 1099, and will not withhold any federal, state or local employment taxes from the Senior Advisor Fee on your behalf; you agree to pay such taxes and accept liability for complying with applicable state and federal laws governing self-employed individuals. The Company does not guarantee the tax treatment associated with payment of the Senior Advisor Fee hereunder.

INDEPENDENT CONTRACTOR STATUS. It is understood and agreed that Consultant is an independent contractor, is not an agent or employee of the Company, and is not authorized to act on behalf of the Company. Consultant agrees not to hold himself or herself out as, or give any person any reason to believe that he or she is an employee, agent, joint venturer or partner of the Company. Consultant will not be eligible for any employee benefits, nor will the Company make deductions from any amounts payable to Consultant for taxes or insurance. All payroll and employment taxes, insurance, and benefits shall be the sole responsibility of Consultant. Consultant retains the right to provide services for others during the term of this Agreement and is not required to devote his or her services exclusively for the Company.

Independent Contractor Status. The Consultant shall perform all services under this Agreement as an “independent contractor” and not as an employee or agent of the Company. Consultant is free to determine the time and place of the Services to be provided under this Agreement. Consultant warrants to perform his obligations under this Agreement with the usual standard of diligence but does not guarantee the achievement of any specific commercial objectives. The Consultant is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the Company or to bind the Company in any manner.

Independent Contractor Status. Advisor shall act solely as an independent contractor with respect to the Company, and as such, shall not be authorized to and shall not seek or attempt to bind, represent or speak on behalf of the Company to third parties without the prior written consent of the Company. Advisor hereby acknowledges and agrees that all amounts payable pursuant to this Agreement 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. Advisor shall be solely responsible for the payment of any federal, state, or local income or self-employment taxes imposed on him with respect to any amounts paid to Advisor with respect to or as a result of this Agreement. With respect to the Services provided hereunder, Advisor shall not be eligible to participate in the benefit plans of the Company, including without limitation, any retirement, pension, profit sharing, group insurance, health insurance or similar plans, if any, that have been or may be instituted by the Company for the benefit of its employees; provided that Advisor may participate in the benefit plans of the Company in his status as a former employee of the Company where applicable.

Independent Contractor Status. The relationship of West and Customer established by this Agreement is that of independent contractors and neither party will incur any debts or make any commitments for the other party except to the extent expressly provided in this Agreement. Nothing contained in this Agreement is intended to create or will be construed as creating between West or Customer the relationship of co-partners, principal/agent, employer/employee or joint venturers with the other party or as a participant in a joint or common undertaking with the other party. Neither party will have any responsibility for the hiring, termination or compensation of the other party’s employees or contractors or for any employee benefits of any such employee or contractor.

Independent Contractor Status. The parties hereto acknowledge and agree that, following the Separation Date (including during the Advisory Period), Executive shall provide services to the Company solely in the capacity of an independent contractor and neither Executive nor any principal, employee or contractor of Executive shall be construed to be an employee of the Company in any matter under any circumstances or for any purposes whatsoever. Nothing in this Agreement shall establish an agency, partnership, joint venture or employee relationship between the Company and Executive, and Executive shall not represent himself as an employee or officer of the Company and shall not purport to enter into any contract of commitment on behalf of the Company. The Company and Executive agree and acknowledge that neither party hereto renders legal, tax or accounting advice to the other party. Without limiting the generality of the foregoing, # the Company shall not pay, on the account of Executive or any principal, employee or contractor of Executive, any unemployment tax or other taxes required under the law to be paid with respect to employees and, except as set forth in Section 4(b), shall not withhold any monies from the fees payable pursuant to this Agreement for income or employment tax purposes, and # the Company shall not provide Executive or any principal, employee or contractor of Executive with, and no such individual shall be eligible to receive from the Company under any Company plan, any benefits, including without limitation, any pension, health, welfare, retirement, workers’ compensation or other insurance benefits. If and to the extent that any compensation (other than the vesting of the Advisory Shares) becomes payable to Executive in connection with the Advisory Services, Executive shall be solely responsible for all taxes arising in connection with any fees or other compensation paid to Executive hereunder, including without limitation any and all federal, state, local and foreign income and employment taxes; provided, that notwithstanding the foregoing, nothing contained herein shall interfere with or limit the Company’s right to deduct and withhold any such taxes from, upon the vesting of, or with respect to the Advisory Shares.

Independent Contractor Status. You agree that during the Consulting Period, # you will be an independent contractor to the Company and not an employee of the Company, and # the Company will not make payments for state or federal income tax, FICA (social security and Medicare), make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf.