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EXHIBIT 1 <br />otherwise obligated to pay to the Subcontractor pursuant to the terms hereof, or termination of this <br />P2E Agreement. <br />E. Contractor and Subcontractor agree that all payments due and owning under this P2E <br />Agreement shall be made through Automated Clearing House (ACH) transfers. Subcontractor <br />agrees to execute the Contractor's standard ACH Vendor Payment Authorization and provide <br />required documentation. Upon verification of the data provided, Contractor will be authorized to <br />deposit payments directly into Subcontractor's account(s) with financial institutions. <br />4. STATE P2E AGREEMENT <br />Contractor entered into CWDB Contract Number M90462-7120 with the State of <br />California receiving and recognizing $927,341.16 in P2E grant funds to be used by Contractor to <br />address career services for former prisoners and parolees. A true and correct copy of the State <br />P2E Agreement is attached hereto as Exhibit A and incorporated herein by this reference. <br />Subcontractor has been made aware of the State P2E Agreement and agrees to comply with all <br />the conditions of the State P2E Agreement and the applicable State requirements governing the <br />use of P2E grant funds. <br />5. INDEPENDENT CONTRACTOR <br />Subcontractor shall, during the entire term of this P2E Agreement, be construed to be an <br />independent contractor and not an employee of the Contractor. This P2E 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 P2E <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 P2E 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 P2E 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 P2E 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 />3 <br />