6.
(i) a term of 5 years after termination of this Agreement or (ii) in
accordance with the record retention period mandated by any applicable
law. In the event that a legal matter arises requiring preservation of certain
records, Company shall suspend destruction of such records as requested
by Client or any governmental body. During the term of this Agreement
and, thereafter, in accordance with the applicable record retention period,
Client shall have the right to 1n inspect, copy and audit those records
identified in this Section 5.b.iv during regular business hours. THIS
RIGHT SHALL INCLUDE, BUT NOT BE LIMITED TO, THE RIGHT
TO INSPECT, COPY AND AUDIT ANY RECORDS THAT MAY
PERTAIN TO INVOICE RECORDS, CONTRACTS WITH THIRD
PARTIES, PAYMENTS RELATING TO THIS AGREEMENT, AND
CORRESPONDENCE.
VI. Audit: At any time prior to one year following the termination of this
agreement, the Client may, either with its own personnel or using an
outside firm, audit the financial records of the Company for the purposes
of determining compliance with the provisions hereof. Company shall
cooperate in all respects with any such audit, including, without limitation,
by making any and all financial and other records available and by its
employees truthfully disclosing all relevant information as determined by
those conducting the audit. Any such audit shall be at the Client’s expense
unless it is determined by the audit that there has been an under payment
of any amounts to the Client, in which case all expenses of the audit and
any costs, including attorney’s fees, occasioned by the Client seeking
proper payment shall be paid by the Company.
Independent Contractor
Client acknowledges that the Company is an independent contractor and, as such, shall
be responsible for all taxes and other expenses attributable to the rendering of its
administrative services hereunder to Client. This Agreement is not intended to, and shall
not be construed to; create a joint venture, partnership, or employer/employee relationship
as between the parties. Neither the Company nor its employees or agents shall look to
Client for vacation pay, sick leave, retirement benefits, Social Security, disability or
unemployment insurance benefits, or other employee benefits; nor shall the Client, or
their respective employees or agents look to Company for the same. Neither Company
nor Client shall be or become liable or bound by any representation, act, or omission
whatsoever of the other made contrary to the provisions of this Agreement. Client
acknowledges that its officers shall at no time be considered to be employees of
Company.
Limitation of Liability.
Notwithstanding anything to the contrary in this Agreement, neither party shall be liable
to the other for any special, indirect consequential, lost profits or punitive damages.
