definiens: as such term is defined in section 3(3 ) of ERISA, that are sponsored by WFHC or any of its Affiliates . WFHC shall not be responsible to Essentia, to any employees, agents, contractors, telemarketers, or other personnel of Essentia used by it to perform its obligations under this Agreement, or to any governmental entity for any compensation or benefits ( including, without limitation, vacation and holiday remuneration, healthcare coverage or insurance, life insurance, pension or profit - sharing benefits and disability benefits ), payroll - related taxes or with holdings, or any governmental charges or benefits ( including without limitation unemployment and disability insurance contributions or benefits and workmen ' compensation contributions or benefits ) that may imposed upon or be related to the performance by Essentia and any of its employees, agents, contractors, telemarketers, detail or other personnel used by Essentia to discharge its obligations under this Agreement, all of which shall be the sole responsibility of Essentia, even if it is subsequently determined by any court, the IRS or any other governmental agency that such individual may be a common law employee ofWFHC or any of its Affiliates . All such matters of compensation, benefits and other terms of employment for any employee, agent, contractor, telemarketer, detail or other personnel used by Essentia to fulfill its obligations hereunder shall be solely a matter between Essentia and such individual(s ) or entities