definiens: ( as such term is defined in section 3(3 ) of ERISA ) that are sponsored by the other Party or any of its Affiliates or that are offered from time to time by the other Party or its Affiliates to their own employees ( the ) . All matters of compensation, benefits and other terms of employment for any such Sales Representatives shall be solely a matter between a Party and such individual . A Party shall not be responsible to the other Party, or to its Sales Representatives for any compensation, expense reimbursements or benefits ( including, without limitation, vacation and holiday remuneration, healthcare coverage or insurance, life insurance, severance or termination of employment benefits, pension or profit - sharing benefits and disability benefits ), payroll - related taxes or withholdings, or any governmental charges or benefits ( including without limitation unemployment and disability insurance contributions or benefits and workmen ' compensation contributions or benefits ) that may be imposed upon or be related to the performance by such Party and such individuals of this Agreement, all of which shall be the sole responsibility of such Party, even if it is subsequently determined by any court or governmental agency that any such individual may be a common law employee of the other Party or any of its Affiliates or is otherwise entitled to such payments and benefits