This Agreement may be terminated by Customer for its convenience upon [NUMBER] days' prior written
notice to Developer. Upon such termination, all amounts owed to Developer under this Agreement for
accepted work shall immediately become due and payable and all rights and licenses granted by
Developer to Customer under this Agreement shall immediately terminate.
27. TAXES
The charges included here do not include taxes. If Developer is required to pay any federal, state or local
sales, use, property or value added taxes based on the services provided under this Agreement, the
taxes shall be separately billed to Customer. Developer shall not pay any interest or penalties incurred
due to late payment or nonpayment of such taxes by Customer.
28. RELATIONSHIP OF THE PARTIES
Nothing contained herein will be construed as creating any agency, partnership, joint venture or other
form of joint enterprise between the parties.
Developer is an independent contractor, and neither Developer nor Developer's staff is, or shall be
deemed, Client's employees. In its capacity as an independent contractor, Developer agrees and
represents, and Customer agrees, as follows:
A. Developer has the right to perform services for others during the term of this Agreement
subject to non-competition provisions set out in this Agreement, if any.
B. Developer has the sole right to control and direct the means, manner and method by which
the services required by this Agreement will be performed.
C. Developer has the right to perform the services required by this Agreement at any place or
location and at such times as Developer may determine.
D. Developer will furnish all equipment and materials used to provide the services required by
this Agreement, except to the extent that Developer's work must be performed on or with
Customer's computer or existing software.
E. The services required by this Agreement shall be performed by Developer, or Developer's
staff, and Customer shall not be required to hire, supervise or pay any assistants to help
Developer.
F. Developer is responsible for paying all ordinary and necessary expenses of its staff.
G. Neither Developer nor Developer's staff shall receive any training from Customer in the
professional skills necessary to perform the services required by this Agreement.
H. Neither Developer nor Developer's staff shall be required to devote full-time to the
performance of the services required by this Agreement.
I.
Customer shall not provide insurance coverage of any kind for Developer or Developer's
staff.
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