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5. INDEPENDENT CONTRACTOR
<br />Subcontractor shall, during the entire term of this HHAP Agreement, be construed to be
<br />an independent contractor and not an employee of the Contractor. This HHAP Agreement is not
<br />intended nor shall it be construed to create an employer -employee relationship, a joint venture
<br />relationship, or to allow the Contractor to exercise discretion or control over the professional
<br />manner in which Subcontractor performs the services which are the subject matter of this HHAP
<br />Agreement; however, the services to be provided by Subcontractor shall be provided in a manner
<br />consistent with all applicable standards and regulations governing such services. Subcontractor
<br />shall pay all salaries and wages, employer's social security taxes, unemployment insurance and
<br />similar taxes relating to employees and shall be responsible for all applicable withholding taxes.
<br />6. OWNERSHIP OF MATERIALS
<br />This HHAP Agreement creates a non-exclusive and perpetual license for Contractor to
<br />copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
<br />property embodied in plans, specifications, studies, drawings, estimates, and other documents or
<br />works of authorship fixed in any tangible medium of expression, including but not limited to,
<br />physical drawings or data magnetically or otherwise recorded on computer diskettes, which are
<br />prepared or caused to be prepared by Subcontractor under this HHAP Agreement ("Documents
<br />& Data"). Subcontractor shall require all subcontractors to agree in writing that Contractor is
<br />granted a non-exclusive and perpetual license for any Documents & Data the subcontractor
<br />prepares under this HHAP Agreement. Subcontractor represents and warrants that Subcontractor
<br />has the legal right to license any and all Documents & Data. Subcontractor makes no such
<br />representation and warranty in regard to Documents & Data which were provided to
<br />Subcontractor by the Contractor. Contractor shall not be limited in any way in its use of the
<br />Documents and Data at any time, provided that any such use not within the purposes intended by
<br />this HHAP Agreement shall be at Contractor's sole risk.
<br />7. INSURANCE
<br />Prior to undertaking performance of work under this HHAP Agreement, Subcontractor
<br />shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
<br />described below:
<br />a. Commercial General Liability Insurance. Subcontractor shall maintain
<br />commercial general liability insurance naming the Contractor, its officers, employees, agents,
<br />volunteers and representatives as additional insured(s) and shall include, but not be limited to
<br />protection against claims arising from bodily and personal injury, including death resulting
<br />therefrom and damage to property, resulting from any act or occurrence arising out of
<br />Subcontractor's operations in the performance of this HHAP Agreement, including, without
<br />limitation, acts involving vehicles. The amounts of insurance shall be not less than the
<br />following: single limit coverage applying to bodily and personal injury, including death resulting
<br />therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with
<br />$2,000,000 in the aggregate. Such insurance shall (a) name the Contractor, its officers,
<br />employees, agents, and representatives as additional insured(s); (b) be primary and not
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