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1. Relationship of Parties
It is understood and agreed that T-COT is an independent contractor and not an employee of Business. This agreement shall not be construed to form a partnership between the parties or to create any form of employment relationship or any legal association that would impose liability upon one party for the act or failure to act of the other party. It is also expressly understood that neither T-COT nor T-COT’s employees and agents, if any, are agents or employees of Business and therefore have no authority whatsoever to blind Business by contract or otherwise.
2. Professional Standards
T-COT agrees that the services performed hereunder will represent T-COT’s best efforts and will be of high professional standards and quality, and due to the limited scope of the examination T-COT does not give any expressed or implied warranties or guarantees against omissions in the examination.
3. Employments Taxes and Benefits
T-COT acknowledges and agrees that it shall be in the obligation of T-COT to report as self-employment income all compensation receives by T-COT pursuant to this agreement. T-COT further agrees to indemnify Business and hold it harmless to the extent of any obligation imposed by law on Business to pay any withholding taxes, social security, unemployment or disability insurance , or similar item in connection with any payments made to T-COT by Business pursuant to this agreement. Neither T-COT nor T-COT’s employees or agents, if any, shall be entitled to participate in any plans, arrangements, or distributions by Business pertaining to any bonus, stock option, profit sharing, insurance, or similar benefits for Business employees.
4. Direction by Technical Representative
No Direction, guidance, or instruction given to T-COT by Business designated technical representative shall constitute a change in this agreement, unless such direction is specified in writing as a change to this agreement by Business, corporate officer or contracts representative and approved by both parties.
5. Confidentiality of Information and Data
During the terms of this agreement and after termination, T-COT agrees not to appropriate to T-COT’s own use or to disclose to third parties any business, financial, or technical information or data made known to T-COT by Business or its clients, without the prior written consent of Business. Such information and data shall include, but not be limited to, marketing plans and activities, contractual activities, corporate finances, cost or pricing factors and analyses, technical procedures and processes, operational procedures and activities, and computer programming techniques and proprietary software. T-COT shall not, moreover, make any public release of information concerning this agreement in any medium without prior review and written approval by Business. Further, T-COT agrees to return to Business promptly after the term of this agreement or sooner if requested, all documents and record-bearing media furnished to T-COT by Business and related to the services provided by T-COT under this agreement.
6. Compliance with Applicable Laws
T-COT agrees to comply with all applicable laws, Statutes, regulations, and orders of the federal government or any state or political subdivisions thereof now in effect or enacted during the term of this agreement, and the same shall be deemed to be incorporated into this agreement by reference. Business agrees to indemnify and hold T-COT harmless from any liability, responsibility, penalty, fine, attorney fees, court costs, or expenses associated with Business’s failure to provide complete, truthful, and correct information.
7. Compensation of Tax Refunded from the State/Vendors:
(a) Business under audit or hearing status - Payment is due within 30 days after verification/or receipt of said refund from the state.
(b) Business not under audit – Payment is due within 30 days after receipt of said refund from the State/Vendors.
(c) In case of disputed items, payment will be made promptly for all items not in dispute.
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