It is expressly understood and agreed between the Parties that Advisor is acting solely as an independent contractor in performing the Services, and that Advisor will not be considered an employee of the Company within the meaning or application of any federal, state or local laws or regulations, including, but not limited to, laws or regulations covering unemployment insurance, retirement benefits, workers’ compensation insurance, labor or taxes of any kind.  Neither Advisor nor the Company shall represent directly or indirectly that Advisor is an agent or employee of the Company.  Advisor understands that the Company shall not carry workers’ compensation insurance or any health or accident insurance or any other type of insurance to cover Advisor and further understands that the Company shall have no responsibility or liability whatsoever for any injuries or other damages sustained or incurred by Advisor in connection with the Services.  Advisor also understands that the Company shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes with respect to amounts due Advisor hereunder, or provide any other contributions or benefits that might be expected in an employer-employee relationship, and Advisor expressly waives any right to such participation or coverage.  Advisor acknowledges that Advisor is solely responsible for payment of all taxes, withholdings and other similar statutory obligations.  Advisor hereby indemnifies, defends and holds harmless the Company from and against any and all claims with respect to the matters described in this Section 5 in the event of Advisor’s failure to do so.