Independent Agreements. The parties hereto agree that the foregoing restrictive covenants set forth herein are essential elements of this Agreement, and that, but for the agreement of Employee to comply with such covenants, Employer would not have agreed to enter into this Agreement. Such covenants by Employee shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Employee

Independent Relationship. Nothing herein contained shall be deemed to create an employment, agency, joint venture or partnership relationship between the Parties hereto or any of their agents or employees, or any other legal arrangement that would impose liability upon one Party for the act or failure to act of the other Party. Neither Party shall have any power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other Party, or to bind the other Party in any respect whatsoever.

Independent Counsel. For purposes of this Agreement, the term “Independent Counsel” means a law firm, or a partner (or, if applicable, member) of such a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: # the Company or Indemnitee in any matter material to either such party, or # any other party to the proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company will pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Provisions Independent. The Restrictive Covenants will be construed as an agreement independent of any other agreement, including any employee benefit agreement, and independent of any other provision of this Plan, and the existence of any claim or cause of action Participant brings against the Company or an Affiliated Company, whether predicated upon this Plan or otherwise, will not constitute a defense to the enforcement by the Company of such covenants.

Independent Contractor. In its performance under this Agreement, Service Provider is and will at all times act as an independent contractor. Subject to the requirements of this Agreement and Owners’ ultimate direction of the work required to complete the Facility, Service Provider will be free to perform the obligations of this Agreement by such methods and in such manner as Service Provider may choose, furnishing necessary labor, tools, equipment and materials, and taking the requisite steps to perform the Services appropriately and safely, having supervision over and responsibility for the safety and health of its Representatives while on Owners’ premises. Service Provider shall maintain control over and responsibility for its offsite tools, equipment and materials. No partnership, joint venture, agency or employment relationship is created by this Agreement, and Service Provider is not and will not act as an agent or employee of Owners except as required and designated by Owners for procurement. Service Provider’s Representatives have no right to participate in any of Owners’ employee benefit plans, including but not limited to the provision of health insurance under the Patient Protection and Affordable Care Act of 2010 (“ACA”), as a result of providing the Services. Service Provider shall be solely responsible for # payment of all compensation to its employees, # the withholding of federal, state, and local taxes from such compensation and the payment of all such withheld amounts to the appropriate agencies or authorities, # payment to the appropriate agencies or authorities of state unemployment insurance, federal unemployment insurance, FICA and state disability insurance, # paying workers’ compensation insurance, and # providing the workers with all necessary and appropriate benefits including, without limitation, any health and welfare coverage required under applicable law, including, without limitation, the Health Insurance Portability and Accountability Act of 1996, as amended or revised (“HIPAA”) or the ACA or other applicable federal and state health care requirements.

Independent Contractor. The Manager shall be deemed to be an independent contractor and, unless expressly authorized by this Agreement, shall not be authorized to bind the Company. The Company shall not be obligated to follow or accept any recommendation made by the Manager, except as set forth in this Agreement. The management, policies and operations of the Company (including the ultimate approval of the making or disposition of any investment by the Company) shall be the responsibility of the Company and its board of governors.

Independent Contractor. In its performance hereunder, Consultant and its agents shall be an independent contractor. Consultant shall complete the services required hereunder according to its own means and methods of work, shall be in the exclusive charge and control of Consultant and shall not be subject to the control or supervision of Client. Client acknowledges that nothing in this Agreement shall be construed to require Consultant to provide services to Client at any specific time, or in any specific place or manner, unless otherwise mutually agreed.

Independent Contractor. Contractor is an independent contractor, and is not an employee, partner or agent of GP for any purpose including but not limited to, the application of the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, Hawaii’s Income tax laws relating to income tax withholding at the source of income, the Hawaii Workers Compensation Code, the Hawaii Prepaid Healthcare Act, and the Hawaii Temporary Disability Insurance Act.

Representative is an independent contractor, and nothing contained in this Agreement shall be construed to # give either party the power to direct and control the day-to-day activities of the other, # constitute the parties as partners, joint venturers, co-owners or otherwise, or # allow Representative to create or assume any obligation on behalf of Company for any purpose whatsoever. Representative shall be responsible for paying all income taxes and other taxes charged to Representative on amounts earned hereunder. All financial and other obligations associated with Representative’s business are the sole responsibility of Representative.

“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/