This INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is effective on ____________ ("Effective Date") and is by and between Nutmeg Healthcare Recruiters, LLC, a Connecticut limited liability company with offices located at 94 Walnut Tree Hill Road, Sandy Hook, CT 06482 (hereinafter referred to as "Company"), and __________________________________, an individual residing at _________________________________ (hereinafter referred to as "Contractor"). The Contractor and the Company are each individually referred to herein as a "Party" and jointly as the "Parties."

1.1 The Company, a boutique executive recruiting firm engaged in providing talent acquisition services to the healthcare and related industries, is launching several complementary business services, including but not limited to virtual career events, career coaching services, resume and cover letter building software, and specialized candidate search and placement services, under various trade names, including but not limited to InterviewBoss, ResumeBoss, and RecruiterBoss.

1.2 The Contractor is a licensed physician assistant, aspiring career coach, blog writer, and public speaker. 

1.3 The Company desires to retain the Contractor's Services, as defined herein, in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants set forth below and intending to be legally bound, the Parties agree as follows:

2.1 SERVICES. The Company has engaged the Contractor to provide career coaching services as described here:

The Services provided by the Contractor include, without limitation, coaching physician assistants, physician assistant students, related faculty, and academic and career professionals (hereinafter referred to as "Client" or "Clients") in all manner of professional career counseling as they are competent to provide and as the Company shall offer now and in the future, including but not limited to, job search strategy, resume and cover letter writing, interviewing, salary negotiation, credentialing and onboarding. Services shall include reading and reviewing all related documents for grammar, spelling, punctuation, consistency in formatting, and alignment with style guidelines; suggesting alternative words or phrases, providing guidance on sentence and paragraph structure, and advising on flow and organization of ideas; providing Clients with a thorough overview of areas needing attention and improvement; interview skills assessment and feedback; tracking all edits and changes for the Client to review and accept or reject; effectively using word processing functions to format page numbers, page and section breaks, tables of contents, lists of tables and figures, and related formatting tasks; and maintaining consistent and ongoing communication with Clients to ensure steady support over the length of the project so the Client is not adversely affected by lack of support. 

2.2 PERFORMANCE OF SERVICES. The Contractor shall have the right and responsibility to control the manner and means of completing the Services. The Contractor shall have reasonable discretion in selecting the dates, times, and locations (including virtual) in which they perform such Services throughout the month, giving due regard to the deadlines and needs established by the Client and the Company.  

2.3 STANDARD OF CONDUCT. In rendering the Services under this Agreement, the Contractor shall perform its work in a diligent and professional manner and in accordance with industry standards of work and business ethics. The Services' content, style, form, and format shall be satisfactory to the Company and consistent with the Company's standards; however, nothing in this Agreement shall be construed to interfere with or otherwise affect the rendering of services by the Contractor in accordance with their independent and professional judgment. The Contractor is expressly prohibited from making any claims that they or the Company guarantee that the Client will succeed in their career objective as a result of the Services. If the Contractor claims it achieved specific results by applying the advice it offers a Client, the following guidelines must be adhered to:

(1) the Contractor’s statements must be completely true and accurate and supportable by evidence of the Contractor’s experience, and 

(2) the Contractor’s statements must be accompanied by the following disclaimer in clear and conspicuous font and placement: “These were my results. Your results will vary based on various factors, including your education, the quality of your effort, and market factors. There is no guarantee you will succeed in achieving your career objective as a result of the Services.”

2.4 OUTSIDE SERVICES. The Contractor shall not use the service(s) of any other person, entity, or organization in performing the Services without the Company's prior written consent. Should the Company consent to the Contractor's use of the services of any other person, entity, or organization, the Contractor understands and agrees the Contractor shall be solely responsible for the actions of any third party and shall bear full responsibility for supervising and monitoring all services performed by the third party. The Contractor shall not disclose any information regarding the Services to be performed under this Agreement until such person, entity, or organization has executed an agreement to protect the confidentiality of the Company's Confidential Information, as defined below, and the Company's absolute and complete ownership of all right, title, and interest in the work performed under this Agreement.

2.5 REPORTS. The Contractor shall periodically provide the Company with written reports, by email, of their activities as established by the Company and the status of accounts regarding the Services. Upon the termination of this Agreement, the Contractor shall, upon the request of the Company, prepare a final report of the Contractor's activities.

2.6 COMPETENT WORK. The Contractor shall use their best efforts in the performance of the Services and shall competently perform all work in accordance with the Company's policies and applicable standards of the profession. The Contractor is encouraged to master the lessons and career advice offered in the Interview Hacks For Physician Assistants ebook, the Cracking the Code Resume and Career Workshop For Physician Assistants, the Beat The Bot Challenge and all related digital workbooks, videos, and materials, along with any other suggested reading as may be offered by the Company from time to time. The Contractor is responsible for continuously strengthening their career coaching, editing, and formatting skills and making necessary improvements based on the Company's and their fellow coaches’ guidance and feedback. 

3.1 INDEPENDENT CONTRACTOR. The Parties understand and agree the Contractor is an independent contractor and is not an employee, partner, agent, or co-venturer of or in any other service relationship with the Company. How the Contractor renders Services shall be within the Contractor's sole control and discretion. The Contractor is not authorized to speak for, represent, or obligate the Company in any manner without prior express written authorization from the Company. The Contractor will make no representations, warranties, or commitments binding the Company without the Company's prior written consent. The Contractor is an independent entity, and the Company shall not issue any expense reimbursement unless agreed to in writing by the Company before any expense is incurred. 

3.2 EQUIPMENT. The Contractor shall be responsible for providing, at the Contractor's own expense, any computers, software, hardware, internet connection, resources, and other technology and materials necessary to complete the Services. The Company, at the Company's own expense, shall provide the Contractor with a Client booking page and content posting platform on the Company’s website and use its best efforts to provide access to its virtual career events platform to appear as a career coach or speaker on topics related to the physician assistant profession in coordination with other contractors and speakers scheduled for particular virtual events, as more fully described at Paragraph 4.2.3.

3.3 TAXES. The Contractor shall be responsible for all taxes arising from compensation and other amounts paid under this Agreement. In the event the Company authorizes the Contractor's use of any other person, entity, or organization in the performance of the Services in accordance with Section 2.4 hereof, the Contractor shall be responsible for all payroll taxes, fringe benefits, workers' compensation insurance, and other legally required withholdings or benefits for the Contractor's employees. The Contractor acknowledges federal, state, local income, or payroll tax will not be withheld or paid by the Company on behalf of the Contractor or their employees. The Contractor hereby agrees to fully indemnify the Company for any such taxes for which the Company is held liable because of any re-characterization of the Contractor as an employee of the Company by any taxing authority, including but not limited to, the Company’s share of FICA, to the maximum extent permitted by law.

3.4 BENEFITS. The Contractor and the Contractor's employees will not be eligible for, and shall not participate in, any employee pension, health, welfare, or other fringe benefit plans, of the Company. The Contractor acknowledges that the Company will not obtain workers' compensation insurance covering the Contractor or the Contractor's employees.

3.5 INSURANCE. The Contractor is responsible for providing the Contractor’s own workers’ compensation, comprehensive liability, and auto insurance coverage to the extent required by law. If requested, the Contractor agrees to name the Company as an additional insured in connection with its comprehensive general liability policy and will further provide the Company with an endorsement naming the Company as an additional insured.

4.1 HOURS. The Contractor is encouraged to offer the Company four or more hours of coaching time per week, subject to market demand for the Company's Services. The Contractor is also encouraged to offer the Company additional hours of coaching time during the peak seasons of March through May and October through December when most physician assistant programs graduate their classes. However, the Contractor may choose to suspend offering the Company its coaching time for any reason. In the event the Contractor anticipates coaching less than the suggested hours in a given period of time, the Contractor shall notify the Company in writing at least seven days in advance so that the Company can note the Contractor's limited availability on the Company website, and it can make accommodations to support its Clients and team members. This encouraged work commitment and related communication protocol helps the Company meet market demand for the Services and determine its workforce needs for continued growth.

4.2 COMPENSATION. The Company shall pay the Contractor based on revenue sharing arrangement for Services rendered to its Clients, which is dependant on (1) the Contractor's coaching level (i.e., Sherpa, Master, or Guru) as determined by the Company in its sole discretion, and (2) the specific Service provided to the Client as more specifically outlined in Exhibit A. 

4.2.1 FIRST ELEVATED REVENUE SHARING OPPORTUNITY. The Contractor may increase their Base Percentage Share of the revenue earned for Services (hereinafter referred to as "BPS") by approximately 10%, as more specifically outlined in Exhibit A, by drafting a minimum of four original blog articles of sufficient length and topical relevance as is acceptable to the Company in its sole discretion (hereinafter referred to as "Minimum Blog Contribution"). The Company will feature such blog articles on its website, social media pages, marketing material, or other publications or platforms as it shall determine its sole discretion. To maintain the elevated revenue split after meeting their Minimum Blog Contribution, the Contractor must produce at least one blog article every three months subject to the same terms stated in this Paragraph (hereinafter referred to as "Quarterly Blog Contribution"). If the Contractor fails to meet their Quarterly Blog Contribution, the Contractor's revenue share shall be reset to the BPR, as more specifically outlined in Exhibit A. If, after such reset, the Contractor fails to re-establish its Quarterly Blog Contribution within six months of its last such contribution, then it must meet the Minimum Blog Contribution to re-qualify for the elevated revenue sharing opportunity stated in this Paragraph.

4.2.2 SECOND ELEVATED REVENUE SHARING OPPORTUNITY. The Contractor may further increase their BPS by an additional approximately 10%, as more specifically outlined in Exhibit A, if, in addition to meeting its Minimum Blog Contribution, the Contractor also delivers one or more original, live presentations or webinars at four virtual career events (hereinafter referred to as "Minimum Webinar Contribution"). Such presentations must be at least 30 minutes long, include 15 added minutes of audience Q&A, focus on topics of sufficient interest to the physician assistant community, and be acceptable to the Company at its sole discretion. To maintain the increased elevated revenue split stated in this Paragraph, the Contractor must (1) maintain its Quarterly Blog Contribution, and (2) present at least one virtual career event every three months, subject to the same terms noted in this Section (together referred to as "Quarterly Webinar Contribution"). If the Contractor fails to meet their Quarterly Webinar Contribution, the Company shall reset the Contractor's revenue share in accordance with this Section. If, after such reset, the Contractor fails to re-establish its Quarterly Webinar Contribution within six months of its last such contribution, then it must meet the Minimum Blog Contribution and/or the Minimum Webinar Contribution, as the case may be, to re-qualify for the elevated revenue sharing opportunity stated in this Paragraph.

4.2.3 PRESENTATION ACCESS AT VIRTUAL CAREER EVENTS. While the Company will use its best efforts to accommodate the Contractor's wishes regarding presentation access to its virtual career events, nothing herein shall be construed to obligate the Company to provide the Contractor with such access. The Contractor acknowledges that the Company will provide equal access to its other career coaches and may also sell such access to Company's other clients at the Company's sole discretion. Notwithstanding anything to the contrary herein, the Company may, at its sole discretion, waive the Contractor's Quarterly Webinar Contribution requirement where the Company cannot provide the Contractor with presentation access to a virtual career event during the applicable period through no fault of the Contractor.

4.2.4 PAYMENT PRECONDITIONS. The Contractor shall register with the Company’s third-party payment provider to receive payment for Services. Before the Contractor can be paid, they must provide the Company with a completed W-8 or W-9 tax form, as instructed by the Company or its authorized financial agent, and any supporting documentation requested by the Company or its third-party payment provider. The Contractor will be deemed to have permanently waived all rights to payment earned more than 120 days before submitting a completed W-8 or W-9 tax form or any ancillary supporting documentation requested to confirm the information on the Contractor’s tax form. If the Contractor is not a resident of the United States, the Company may withhold tax (including without limitation VAT) where required by applicable law. The Contractor is solely responsible for complying with all tax laws in the Contractor’s respective jurisdiction(s), including but not limited to the payment of all required taxes and filing all returns and other required documents with the applicable governing body(ies). 

4.2.5 PAYMENTS. The Company will issue payment to the Contractor on the first day of the month for the Services rendered two months prior (e.g., revenue generated for Services provided in January will be paid on March 1st). Failure of any Client of the Company to pay due to dissatisfaction with the final product or the Service experience may result in a reduction in or forfeit of the Contractor's compensation. Work performed by the Company or alternate Company career coach to correct the Contractor's errors in the final product due to negligence on the Contractor's part or due to Client dissatisfaction may also result in a reduction in or forfeit of the Contractor's compensation. The Company or its agents shall accomplish all billing activities related to the sale of the Services. The Contractor shall cooperate fully in the generation of and transmission to the Company of any sales information. All decisions concerning refunds, credits, and returns are within the sole and absolute discretion of the Company in accordance with its contractual or policy obligations to the Client, as may be modified from time to time.

5.1 TERM. This Agreement shall be effective as of the Effective Date and shall continue for 12 months or until terminated by either Party. Based on the Contractor's performance, the Company may invite the Contractor to renew for another twelve months by providing written notice of its intent to renew within 30 days of the end of the initial or any renewal term. Either Party may terminate this Agreement upon 30 days prior written notice to the other Party.

5.2 TERMINATION FOR CAUSE. The Company may terminate this Agreement immediately for "Cause" after giving the Contractor written notice of the reason. For purposes of this Section, "Cause" means: (1) the Contractor has breached provisions of Section 6, 7, 8, or 9 of this Agreement in any respect; (2) the Contractor has materially breached any other provision of this Agreement, and the breach continues for five calendar days following receipt of a written notice from the Company; (3) the Contractor has committed fraud, misappropriation, or embezzlement in connection with the Company business; (4) the Contractor has been convicted of a felony; or (5) the Contractor disparages or defames the Company.

5.2.1 ADDITIONAL WARRANTIES AND TERMINABLE EVENTS. The Contractor represents and warrants that there are no prior or pending government investigations or inquiries of, or prosecutions against the Contractor by the Federal Trade Commission (“FTC”), the Office of Inspector General (“OIG”), or any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against the Contractor which relate to alleged intentional torts, alleged acts of fraud or moral turpitude or alleged violation of any consumer protection or advertising laws. Notwithstanding anything to the contrary herein, if the Contractor becomes the subject of such an investigation, inquiry, prosecution, or lawsuit at any time during the term of this Agreement, the Contractor is required to notify the Company of the same within 24 hours. The Company, in its sole discretion, may immediately terminate the Contractor’s participation in its career coaching program and this Agreement based on any investigation, proceeding, or lawsuit identified pursuant to this Paragraph.

5.3 RESPONSIBILITIES UPON TERMINATION. Upon termination of this Agreement:

5.3.1 The Company shall submit to the Contractor any earned but unpaid compensation subject to the terms outlined in Section 4; and

5.3.2 The Contractor shall immediately return any work, supplies, or other materials that may have been provided to the Contractor by the Company in connection with or furtherance of the Contractor's Services under this Agreement, including, without limitation, Confidential Information, and any work related to pending Services unless otherwise expressly authorized by the Company in writing.

5.4 SURVIVAL. The provisions of Sections 6, 7, 8, 9, 10, and 11 of this Agreement shall survive the termination of this Agreement and remain in full force and effect thereafter.

6.1 DEFINITION. It is understood that the Company may disclose to the Contractor information regarding itself and its business plans and results, business planning, trade secrets, formulations, product recipes, procedures and ingredients, know-how, and other financial business or technical plans, results, or information. Such information, whether provided in written, encoded, graphic, or other tangible forms, or orally shall be deemed confidential, whether or not designated as confidential, and shall be hereinafter referred to as “Confidential Information.” The Company shall at all times retain sole and exclusive title to Confidential Information.

6.2 DUTY NOT TO DIVULGE. The Contractor agrees that it will not divulge, disclose, communicate or release or in any way make available or furnish, either directly or indirectly, to any person, firm, corporation, association, or organization, at any time, any Confidential Information of the other, a summary of such Confidential Information or any reports based on such Confidential Information. The Contractor shall restrict disclosure of the Confidential Information to only those of its approved subcontractors, in accordance with Paragraph 2.4, with a need to know such information to consider the proposed transaction and advise those subcontractors of their obligation under this Agreement to protect the Confidential Information. The Contractor shall take all necessary measures to ensure that the absolute confidentiality of the Confidential Information is maintained, including but not limited to any measures the other party takes to safeguard its own valuable confidential information.

6.3 PUBLIC INFORMATION EXCEPTION. Notwithstanding the foregoing, the Contractor’s obligations to keep the information confidential shall not apply to information which (1) has become generally available to the public through no action or inaction by the receiving party, its consultants, affiliates or subsidiaries, and the respective directors, officers, agents, and employees of each; (2) the receiving party learned from a third party as long as such third party was to the knowledge of the receiving party under no obligation to keep such information confidential; or (3) the receiving party is required to disclose pursuant to a judicial proceeding or otherwise by law. 

6.4 NOTICE OF AUTHORIZED DEMAND. If any Confidential Information is subpoenaed from or a demand for production is made by any other form of legal process on the Contractor or the Contractor’s partners, directors, officers, subsidiaries, affiliates or agents by any court, administrative or legislative body or any other person or entity purporting to have authority to subpoena or demand the Confidential Information, the Contractor shall not (nor shall the Contractor permit their partners, directors, officers, employees or agents to) produce the Confidential Information without first giving written notice of the subpoena or demand to the Company within sufficient time prior to the time when production of the Confidential Information is requested by subpoena or demand to give the Company a reasonable time within which to object to such production.

6.5 ACKNOWLEDGMENT OF IRREPARABLE HARM. The Contractor acknowledges that the breach of the covenants contained in this Agreement may lead to irreparable harm to the other or its subsidiaries or affiliates that money damages would inadequately compensate. Accordingly, each agrees that in addition to any other legal remedies that may be available, temporary, and permanent injunctive relief against the threatened breach of the undertakings contained in this Agreement shall be available without the necessity of proving actual damages.

6.6 RETURN OF CONFIDENTIAL INFORMATION. On the termination of this Agreement, the Contractor shall return to the other any and all reports, documents, papers, or other matters obtained by it that contain Confidential Information, except that the Contractor may retain such Confidential Information as is required to fulfill its legal obligations to have substantiation of claims in advertising and marketing materials in its files. The obligations of confidentiality shall survive the termination of the Agreement.

7.1 DELIVERABLE ITEMS. All items prepared and submitted by the Contractor to the Company or its Clients in connection with the Services rendered under this Agreement shall belong exclusively to the Company and shall be deemed works made for hire (the "Deliverable Items"). To the extent any of the Deliverable Items may not be works made for hire by operation of law, the Contractor agrees to assign and hereby does assign to the Company all copyright and other proprietary rights in the Deliverable Items. The Contractor agrees to give the Company or its designees all assistance reasonably required to perfect such rights. In no event shall the Contractor take any action or accept any assistance or engage in any activity that would result in any person, entity, or organization acquiring any rights of any nature in the results of work performed by or for the Company.  

8.1 NONCOMPETITION. The Contractor may perform services, either directly or indirectly, for other companies, businesses, or enterprises, including, without limitation, those businesses in competition with the Company, during the term of this Agreement, provided, however, that the Contractor does not use any Confidential Information in the performance of such services. 

8.2 NONSOLICITATION. The Contractor agrees it shall not solicit any Clients of the Company for any purpose, for any product or service, regardless of whether such product or service is similar to products or Services provided by the Company. The Company's client lists are Confidential Information and shall at all times remain the sole property of the Company. The Contractor is prohibited from using the Company's client list for any purpose other than to provide the Services on behalf of the Company.

9.1 NONDISCLOSURE. Without the Client's prior written consent, Contractor will not: (1) disclose Client's intellectual property to any third party, (2) make or permit to be made copies or other reproductions of Client's intellectual property, or (3) make any commercial use of Client's intellectual property. The Contractor will carefully restrict access to Client's intellectual property to those in the Company subject to nondisclosure restrictions and who need such access to participate on the Company's behalf to perform Contractor services.

9.2 DELETION OF CLIENT'S INTELLECTUAL PROPERTY. Upon completion of the project, Contractor shall immediately delete all original materials provided by the Client and any copies, notes, or other documents in Contractor's possession pertaining to the Client's intellectual property.

10.1 RIGHT TO INJUNCTIVE RELIEF. The Contractor acknowledges that the terms of Sections 6, 7, 8, and 9 of this Agreement are reasonably necessary to protect the Company's legitimate interests, are reasonable in scope and duration, and are not unduly restrictive. The Contractor further acknowledges that a breach of any of the terms of Articles 6, 7, 8, or 9 of this Agreement will render irreparable harm to the Company, and that a remedy at law for breach of the Agreement is inadequate, and that the Company shall therefore be entitled to seek any equitable relief, including, without limitation, injunctive relief, and to any other remedy that may be available under any applicable law or agreement between the Parties without posting a bond. The Contractor acknowledges that an award of damages to the Company does not preclude a court from ordering injunctive relief.

11.1 SEVERABILITY. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.

11.2 NOTICE. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, by certified mail, or by other verifiable means such as email, Federal Express, or United Parcel Service addressed to the other Party's address as outlined in this Agreement. 

Notices shall be sent to:

  Company: Contractor:

Robert Accomando, Esq, _________________________

Nutmeg Healthcare Recruiters, LLC _________________________

94 Walnut Tree Hill Road _________________________

Sandy Hook, CT 06482 _________________________

rob@nutmegrecruiters.com _________________________

11.3 GOVERNING LAW. This Agreement shall be governed by and construed according to the internal laws, and not the laws of conflicts, of the State of Connecticut. 

11.4 COMPLETE AGREEMENT. This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the Parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings concerning the subject of this Agreement, whether written or oral.

11.5 DISPUTE RESOLUTION. If there is any dispute or controversy between the Parties arising out of or relating to this Agreement, the Parties first agree to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure. If the Parties cannot resolve the dispute through mediation, the Parties agree such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration Association rules, and such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and award determined by such arbitration will be final and binding upon both Parties. All the Parties’ costs and expenses, including reasonable attorney's and expert's fees, incurred in any dispute determined or settled by arbitration according to this Agreement, will be borne by the Party determined to be liable in respect to such dispute. However, if total liability is not assessed against only one Party, the Parties will share the total costs in proportion to their respective amounts of liability so determined. Except where clearly prevented by the area in dispute, both Parties agree to continue performing their respective obligations under this Agreement until the dispute is resolved. Fairfield County, Connecticut, shall be the jurisdiction and venue for any controversy or claim arising from or relating to this Agreement or the breach thereof.

11.6 MODIFICATION. No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the Party against whom the same is sought to be enforced.

11.7 WAIVER OF BREACH. The waiver by a Party of a breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any other or subsequent breach.

11.8 SUCCESSORS AND ASSIGNS. The Parties understand and agree that the Services provided by the Contractor under this Agreement are specific to the Contractor's talent and experience. As such, the Contractor shall not assign its rights or obligations under this Agreement without the prior written consent of the Company, which may be withheld at the Company's sole discretion. The Company may assign this Agreement without the Contractor's consent if the Company is acquired by or merged into another corporation or business entity. The benefits and obligations of this Agreement shall be binding upon and inure to the Parties hereto, their successors, and assigns.

11.9 INDEMNIFICATION. The Company agrees at all times to defend at its own cost and to indemnify and hold harmless, to the fullest extent permitted by law, the Contractor from all losses and expenses incurred in connection with any action, suit, proceeding, claim, demand, investigation or inquiry, (whether formal or informal and regardless of whether same is reduced to judgment) or any settlement thereof which arises out of the Company’s independent business activities, including but not limited to providing recruitment services to its corporate clients. The Contractor agrees at all times to defend at its own cost, and to indemnify and hold harmless, to the fullest extent permitted by law, the Company from all losses and expenses incurred in connection with any action, suit, proceeding, claim, demand, investigation or inquiry, (whether formal or informal and regardless of whether same is reduced to judgment) or any settlement thereof which arises out of the Contractor’s independent professional or business activities, including but not limited to providing Services to Clients.

11.10 NO CONFLICT. The Contractor warrants that the Contractor has not previously assumed any obligations inconsistent with those undertaken by the Contractor under this Agreement.

IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date.