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.

SECTION # Taxes and Compliance with Laws. Consultant shall be solely responsible for compliance with all state, local and federal laws, orders, codes and ordinances applicable to the performance of Consultant’s obligations under this Agreement or the compensation paid to Consultant pursuant to this Agreement. Consultant shall indemnify, defend and hold harmless the Company, and each of their respective officers, directors, representatives, agents and employees, from and against any and all liabilities which the Company may incur as a result of any failure by Consultant to pay any local, state or federal income, employment, self-employment or withholding tax, including without limitation any failure to timely pay any estimated tax.