Common use of Relationship and Authority Clause in Contracts

Relationship and Authority. 5.1 The parties agree and understand that Representative is an independent contractor and there is no employer-employee relationship, joint venture or agency created hereby. During the Term, Representative agrees that, for so long as Distributor is paying all Commissions owed to Representative under this Agreement in respect of a specific customer, Representative will not actively solicit that customer to switch to a directly competing provider of services which competes with those provided by Distributor or a Vendor to the customer in question, Distributor agrees not to circumvent Representative by soliciting or otherwise doing business with: (a) any customer or prospective customer who Distributor learned of or who Representative introduced to Distributor pursuant to this Agreement; or (b) any sub-agent of Representative who Distributor learned of or who Representative introduced to Distributor pursuant to this Agreement. 5.2 Representative has no authority to act for, or on behalf of, Distributor. Representative is not authorized to incur any obligation on behalf of Distributor or to bind Distributor in any manner whatsoever. Representatives will not make any representations of rate, terms or conditions of the Services that conflict with the applicable tariffs, terms of service for the Services or other information provided by Distributor. Distributor shall incur no obligation to employees, contractors, sub-agents or other parties utilized by Representative in selling Services to customers for Distributor. Such individuals shall at all times remain employees, agents, sub- agents or contractors of Representative. Representative is responsible for all expenses and obligations incurred by it as a result of its efforts to solicit customers for Distributor. Representative shall be responsible for payment of all taxes due as a result of payments made to Representative by Distributor. During the Term, neither party shall contact any person employed by the other party for the purpose of inducing the person to discontinue his or her employment with the other party.