It is intended that the fees paid hereunder shall constitute revenues to Director. To the extent consistent with applicable law, the Company will not withhold any amounts therefrom as federal income tax withholding from wages or as employee contributions under the Federal Insurance Contributions Act or any other state or federal laws. Director shall be solely responsible for the withholding and/or payment of any federal, state or local income or payroll taxes and shall hold the Company, its officers, directors and employees harmless from any liability arising from the failure to withhold such amounts. Notwithstanding the foregoing, if the Director is a resident of a foreign country the fee received for the services provided under this Agreement, is subject to US tax because services are considered rendered in the US; thus, the Company will act as a withholding agent liable for the tax. Such liability is independent of Director’s US tax liability.