Independent Contractors. The Parties each acknowledge that they are separate entities, each of which has entered into this Services Agreement for independent business reasons. The relationships of the Parties hereunder (and the respective Providers and Recipients) are those of independent contractors and nothing contained herein shall be deemed to create a joint venture, partnership or any other relationship. Employees performing services hereunder do so on behalf of, under the direction of, and as employees of, the Provider, and the Recipient shall have no right, power or authority to direct such employees.

Independent Contractors. In the exercise of their respective rights, and the performance of their respective obligations under this Agreement, the Parties are, and shall remain, independent contractors. Nothing in this Agreement shall be construed # to constitute the Parties as principal and agent, franchisor and franchisee, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking, or # to authorize either Party to enter into any contract, agreement into which it is not authorized to enter or other binding obligation on the part of the other Party, unless otherwise agreed to by the Parties in writing, from time to time. Neither Party shall represent to any third party that it is authorized to enter into any contract or other binding obligation on behalf of the other Party.

Independent Contractors. The parties to this OEM Agreement are independent contractors. Nothing contained herein or done pursuant to this OEM Agreement shall constitute either party being the agent or employee of the other party for any purpose, or constitute the parties as partners or joint venturers. Neither party shall create or assume any obligation on behalf of the other party for any purpose whatsoever, unless such other party expressly agrees to such an obligation in writing.

It is understood that both Parties hereto are independent contractors and engage in the operation of their own respective businesses. Neither Party hereto is to be considered the agent of the other Party for any purpose whatsoever and neither Party has any authority to enter into any contract or assume any obligation for the other Party or to make any warranty or representation on behalf of the other Party. Each Party shall be fully responsible for its own employees, servants and agents, and the employees, servants and agents of one Party shall not be deemed to be employees, servants and agents of the other Party for any purpose whatsoever.

Independent Contractors and Consultants:

attract and retain directors, independent contractors and consultants;

include, to the extent practical, in its contracts with independent contractors and to the extent lawful, provisions which:

“Agreement Know-How” means Information and other Inventions that are conceived, discovered, developed or otherwise made # solely by a Party’s own employees, agents, consultants, or independent contractors (including any partner, joint venturer, licensee, sublicensee or similar arrangement) or # by a Party’s own employees, agents, consultants, or independent contractors jointly with employees, agents, consultants, or independent contractors of the other Party, in each case of [clause (a) and (b) of this Section 1.5], in the course of conducting a Party’s activities under this Agreement (including Information and other Inventions related to the Development, Manufacture or Commercialization of Licensed Products) and whether or not patented or patentable.

all material Contracts with third party administrators, actuaries, investment managers, consultants, and other independent contractors that relate to any Benefit Plan;

“Customer” (whether capitalized or lower-cased) shall include all individuals (“Consumers”), businesses (including the employees, owners, directors, independent contractors, consultants, and officers of any business), and/or any other entities (including the employees, owners, directors, independent contractors, consultants, and officers of any entity), which the Company provides, provided, or seeks to provide any type of service to, or which Employee solicited, contacted, or otherwise dealt with on behalf of the Company.