EFFECT OF INCREASING THE OBLIGATIONS OF EITHER PARTY UNDER THIS
AGREEMENT.
THE TERMS AND CONDITIONS OF THIS AGREEMENT WILL INURE TO THE BENEFIT
OF, AND SHALL BE BINDING UPON, EACH PARTY'S SUCCESSORS AND PERMITTED ASSIGNS.
IN ADDITION, CONSULTANT'S AFFILIATES WILL BE ENTITLED TO ENTER INTO STATEMENTS
OF WORK HEREUNDER TO PROVIDE SERVICES TO USCC, IN WHICH EVENT REFERENCES IN THIS
AGREEMENT TO CONSULTANT WILL BE DEEMED TO REFER TO CONSULTANT AND THE APPLICABLE
CONSULTANT'S AFFILIATE, JOINTLY AND SEVERALLY.
FOR AVOIDANCE OF DOUBT, SUCH
JOINT AND SEVERAL LIABILITY DOES NOT AND SHALL NOT BE INTERPRETED AS DOUBLING
CONSULTANT'S OBLIGATIONS AND POTENTIAL LIABILITY HEREUNDER (E.G., THE LIMITATION
OF LIABILITY SPECIFIED IN SECTION 9.1 SHALL BE INTERPRETED AS APPLYING TO
CONSULTANT AND CONSULTANT'S AFFILIATE AS IF THEY WERE ONE ENTITY).
11.2
RELATIONSHIP.
THE RELATIONSHIP BETWEEN THE PARTIES TO THIS
AGREEMENT IS AND SHALL BE THAT OF INDEPENDENT CONTRACTORS.
IT IS EXPRESSLY
AGREED THAT NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO CREATE OR IMPLY A
PARTNERSHIP, JOINT VENTURE, AGENCY RELATIONSHIP OR CONTRACT OF EMPLOYMENT.
NEITHER PARTY SHALL HAVE THE AUTHORITY TO MAKE ANY STATEMENT, REPRESENTATION NOR
COMMITMENT OF ANY KIND, OR TO TAKE ANY ACTION THAT SHALL BE BINDING ON THE OTHER
PARTY EXCEPT AS AUTHORIZED IN WRITING BY THE PARTY TO BE BOUND.
PERSONNEL
SUPPLIED BY CONSULTANT HEREUNDER ARE NOT USCC'S EMPLOYEES OR AGENTS, AND
CONSULTANT ASSUMES FULL RESPONSIBILITY FOR THEIR ACTS.
CONSULTANT SHALL BE
SOLELY RESPONSIBLE FOR THE PAYMENT OF COMPENSATION TO CONSULTANT'S EMPLOYEES
ASSIGNED TO PERFORM THE SERVICES, AND SUCH EMPLOYEES SHALL BE INFORMED THAT THEY
ARE NOT ENTITLED TO THE PROVISION OF ANY USCC EMPLOYEE BENEFITS.
USCC SHALL NOT
BE RESPONSIBLE FOR PAYMENT OF WORKER'S COMPENSATION, DISABILITY BENEFITS, OR
UNEMPLOYMENT INSURANCE OR FOR WITHHOLDING OR PAYING EMPLOYMENT RELATED TAXES FOR
ANY CONSULTANT EMPLOYEE, BUT SUCH RESPONSIBILITY
Page 26 of 66
***Information omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential Treatment under Rule 24b-2
under the Securities Exchange Act of 1934, as amended.
SHALL BE SOLELY THAT OF CONSULTANT.
IF ANY FEDERAL, STATE OR LOCAL GOVERNMENT
AGENCY, ANY COURT OR ANY OTHER APPLICABLE ENTITY DETERMINES THAT THE PERSONNEL
PROVIDED BY CONSULTANT, OR ANY PERMITTED SUBCONTRACTOR OR ASSIGNEE OF CONSULTANT
HEREUNDER, ARE EMPLOYEES OF USCC FOR ANY PURPOSE, CONSULTANT SHALL INDEMNIFY AND
HOLD USCC HARMLESS FROM ALL LIABILITIES, COSTS AND EXPENSES (INCLUDING, WITHOUT
LIMITATION, ATTORNEYS' FEES) ASSOCIATED WITH SUCH DETERMINATION.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, ANY PERMITTED
SUBCONTRACTOR OR ASSIGNEE OF CONSULTANT SHALL PROVIDE TO USCC THE ASSURANCES AND
INDEMNITIES REQUIRED TO BE PROVIDED TO USCC BY CONSULTANT PURSUANT TO THIS
SECTION.
11.3
SUBCONTRACTORS.
EXCEPT FOR SUBCONTRACTING TO CONSULTANT'S
AFFILIATES, CONSULTANT MAY NOT USE SUBCONTRACTORS TO PERFORM THE SERVICES
WITHOUT USCC'S PRIOR WRITTEN CONSENT; PROVIDED, HOWEVER, THAT WITH RESPECT TO
CONSULTANT'S AFFILIATES AS WELL AS ANY OTHER SUBCONTRACTORS THAT ARE CONSENTED
TO BY USCC, CONSULTANT SHALL REMAIN RESPONSIBLE FOR THE PERFORMANCE OF THE
SERVICES, FOR ALL OF ITS OBLIGATIONS HEREUNDER, AND FOR ALL LIABILITIES INCURRED
BY A SUBCONTRACTOR.
CONSULTANT SHALL