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DocuSign Envelope ID:05EFDA32-4C8F-4F23-93BC-D19E217654E0 <br /> (c) CONTRACTOR will keep BOOKS AND RECORDS available for audit for the longer of the following <br /> periods: (i)five years following termination of the CONTRACT or any longer period as required by <br /> APPLICABLE LAWS; or (ii) two years after the period expires on any obligation of CONTRACTOR to <br /> perform or re-perform any SCOPE. <br /> (d) If a longer period is specified in the CONTRACT for retention of relevant records for compliance <br /> with ANTI-BRIBERY LAWS, CONTRACTOR will comply with that requirement. <br /> 13 RELATIONSHIP OF PARTIES <br /> 13.1 Independent CONTRACTOR <br /> CONTRACTOR is an independent contractor in all aspects of performance under the CONTRACT. <br /> CONTRACTOR is responsible for the method and manner of performance to achieve the results <br /> required by the CONTRACT. <br /> 13.2 No Business Relationship <br /> (a) The parties agree that the CONTRACT does not constitute a partnership,joint venture or fiduciary <br /> relationship for tax purposes. If it is interpreted that way,the parties agree to be excluded from <br /> the provisions of Subchapter K of the United States Internal Revenue Code of 1986, as amended. <br /> Neither party is appointed as an agent of the other.The CONTRACT does not provide for <br /> CONTRACTOR to make any commitment on behalf of COMPANY GROUP. <br /> (b) CONTRACTOR and CONTRACTOR PERSONNEL are not to be considered employees of any member <br /> of COMPANY GROUP and are not eligible to participate in any of COMPANY GROUP employee <br /> benefit plans. CONTRACTOR agrees to INDEMNIFY COMPANY GROUP from any LIABILITIES related <br /> to claims for benefits by CONTRACTOR or CONTRACTOR PERSONNEL. <br /> (c) CONTRACTOR guarantees that no individual will be engaged by CONTRACTOR, either directly or <br /> indirectly,to provide SERVICES exclusively for COMPANY, and that CONTRACTOR PERSONNEL will <br /> spend no more than 25%of their time each year performing SERVICES for COMPANY under this <br /> CONTRACT or otherwise. <br /> 14 CONTRACTOR PERSONNEL AND SUBCONTRACTING <br /> (a) CONTRACTOR is responsible for any SCOPE performed by and all activities, omissions, and <br /> defaults of any SUBCONTRACTOR and all CONTRACTOR PERSONNEL as if they were the activities, <br /> omissions, or defaults of CONTRACTOR. <br /> (b) CONTRACTOR may not subcontract any part of its obligations under the CONTRACT except as <br /> agreed in writing by COMPANY. <br /> (c) CONTRACTOR will ensure that SUBCONTRACTS are in all material respects consistent with the <br /> terms and conditions of the CONTRACT. <br /> 15 ASSIGNMENT <br /> Purchase Contract—GOODS and SERVICES <br /> Ver.2016a 21 <br />