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otherwise obligated to pay to the Subcontractor pursuant to the terms hereof, or termination of this P2E Agreement. E. Contractor and Subcontractor agree that all payments due and owning under this P2E Agreement shall be made through Automated Clearing House (ACH) transfers. Subcontractor agrees to execute the Contractor's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, Contractor will be authorized to deposit payments directly into Subcontractor's account(s) with financial institutions. 4. STATE P2E AGREEMENT Contractor entered into CWDB Contract Number M90462-7120 with the State of California receiving and recognizing $927,341.16 in P2E grant funds to be used by Contractor to address career services for former prisoners and parolees. A true and correct copy of the State P2E Agreement is attached hereto as Exhibit A and incorporated herein by this reference. Subcontractor has been made aware of the State P2E Agreement and agrees to comply with all the conditions of the State P2E Agreement and the applicable State requirements governing the use of P2E grant funds. 5. INDEPENDENT CONTRACTOR Subcontractor shall, during the entire term of this P2E Agreement, be construed to be an independent contractor and not an employee of the Contractor. This P2E Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the Contractor to exercise discretion or control over the professional manner in which Subcontractor performs the services which are the subject matter of this P2E Agreement; however, the services to be provided by Subcontractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Subcontractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible_ for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This P2E Agreement creates a non-exclusive and perpetual license for Contractor to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Subcontractor under this P2E Agreement ("Documents & Data"). Subcontractor shall require all subcontractors to agree in writing that Contractor is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this P2E Agreement. Subcontractor represents and warrants that Subcontractor has the legal right to license any and all Documents & Data. Subcontractor makes no such representation and warranty in regard to Documents & Data which were provided to Subcontractor by the Contractor. Contractor shall not be limited in any way in its use of the 3