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Taxes. Consultant acknowledges and agrees that, except as otherwise required by law, the Company will not withhold or deduct any federal, state, or local income taxes or unemployment insurance or social security taxes (collectively, “Taxes”) from payments made to Consultant hereunder. Consultant shall report and pay directly all Taxes accruing as a result of payments made to Consultant under this Agreement. Consultant shall indemnify, defend and hold the Company and its directors, officers, affiliates, agents, employees, successors and assigns, harmless from and against any and all liabilities, obligations, claims, penalties, fines or losses, including reasonable attorneys’ fees and costs, resulting from or in any way related to Consultant’s failure to pay any Taxes.

Taxes.SECTION # Taxes and Compliance with Laws. Consultant acknowledgesshall be solely responsible for compliance with all state, local and agrees that, except as otherwise required by law,federal laws, orders, codes and ordinances applicable to the Company will not withholdperformance of Consultant’s obligations under this Agreement or deduct any federal, state, or local income taxes or unemployment insurance or social security taxes (collectively, “Taxes”) from payments madethe compensation paid to Consultant hereunder. Consultant shall report and pay directly all Taxes accruing as a result of payments madepursuant to Consultant under this Agreement. Consultant shall indemnify, defend and hold harmless the CompanyCompany, and itseach of their respective officers, directors, officers, affiliates, agents,representatives, agents and employees, successors and assigns, harmless from and against any and all liabilities, obligations, claims, penalties, fines or losses, including reasonable attorneys’ fees and costs, resulting from or inliabilities which the Company may incur as a result of any way related to Consultant’s failure by Consultant to pay any Taxes.local, state or federal income, employment, self-employment or withholding tax, including without limitation any failure to timely pay any estimated tax.

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