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7 <br />6. Asshnment and Subcontractino: <br />No portion of this Agreement may be assigned or subcontracted to any other individual,firm or entity without the express and prior written approval of the county. - - <br />The services shall be furnished by the Contractor as an independentContractor and nothing herein contained shall be construed to create a relationship ofemployer-employee or master-servant, but all payments made hereunder a nd all servicesperformed shall be made and performed pursuant to this Agreement by the Contractor asanindependentContractor <br />The Contractor acknowledges that the entirecompensation for this Agreement is specifiedin Exhibit "B" and the Contractor is not.entitled tb any County benefits including, but notlimited to: vacation pay, holiday pay, sick leave pay,'medbai, dental, oi ottrer insurancebenefits, orany other rights or piiv-iteges afforded do Xittit"s eounty "rplov""r. <br />Contractor will defend, indemniff and hold harmless the County, its Additional lnsureds,officers, agents or employees irom any loss or expense, iniiuding Uri not limited tosettlements' judgments, setoffs, attorneys' fees or costs incurred by-reason of claims ordemands because of breach of the proviiions of this paragraph. <br />8. No Guarantee of Fmployment: <br />The performance of all or part of this Agreement by the Contractor shall not operate tovest. any employment rights whatsoever and shall not oe OsemeJ to guaiantee anyemployment of the Conkactor or any employee of the Contractor or any sufi-Contractor orany employee of any sub-Contractor by the County at the present time or in the future, <br />9. Taxes: <br />The contractor understands and acknowledges that the county will not withhold Federalor State income taxes...\Mere required by Slate or Federal law, ttre contractoi authorizesthe County to make withholding_for any tixes other than income taxes (i.e. Medicare). Allcompensation received by the Contractor will be reported to the lnternaj Revenue Serviceat the end of the calendar year in accordance with the applicable IRS regu6iionr. lt is theresponsibility of the Contractor to make the.necessary esiimated tax pafmentJtnrougnor,rt <br />{te year' if any, and the Contractor is solely liable for any tax oUligition arising from theContractor's performance. of this. Agreemeni. Tne Contractor trgre6y rgr"* tn indemniffthe County against.any demand to pay !alg: arising trom the confracior. railrr" to paytaxes on compensation earned pursuant to this Agreiment. <br />The County will pay sales and use taxes imposed on goods or services acquiredhereunder 1s required by law. The Contractor must pay all 6ther taxes including, but notlimited to: Business and Occupation Tax, taxes baseU on ttre Contractor,. gio* or net <br />Profession?! Services Agreement (rev. 09124t2018)1 <br />Page 4 of 17