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8. Miscellaneous.
<br />8.1 Everside Indemnification. Everside shall defend, indemnify and hold harmless
<br />Client, its subsidiaries and affiliates and each of their respective officers, directors, employees and
<br />agents ("Client Indemnified Parties") from and against any direct financial losses, including
<br />reasonable attorneys' fees, incurred by any Client Indemnified Party, to the extent arising out of
<br />or relating to Everside's negligence or breach of its obligations set forth in this Agreement.
<br />8.2 Client Indemnification. Client will defend, indemnify and hold harmless Everside,
<br />its subsidiaries and affiliates and each of their officers, directors, members, managers, employees
<br />and agents ("Everside Indemnified Parties") from and against any losses, including reasonable
<br />attorneys' fees, incurred by any Everside Indemnified Party, to the extent arising out of or relating
<br />to Client's negligence or breach of its obligations set forth in this Agreement. Client's
<br />responsibility under this section is only to the limits set forth within 768.28, Florida Statutes.
<br />8.3 Status of the Parties. It is expressly acknowledged by the Parties hereto that
<br />Everside and Client are independent contractors and nothing in this Agreement is intended nor
<br />shall be construed to create a partnership, joint venture relationship, or a lease or landlord -tenant
<br />relationship between Client and Everside, or to allow Client to exercise control or direction over
<br />the manner or method by which Everside, Everside Physicians or Everside Providers, provide the
<br />Everside Services which are the subject matter of this Agreement.
<br />8.4 Status of Everside Employees.
<br />(a) The Parties agree that each shall be responsible for its own tax liabilities, if
<br />any, and specifically that (i) Everside employees, Physicians and Providers will not be treated as
<br />employees of Client for state or Federal tax purposes, (ii) Client will not withhold on behalf of
<br />Everside, or its Everside employees, Physicians and Providers, any sums for income tax,
<br />unemployment insurance, Social Security or any other withholding pursuant to any law or
<br />requirement of any governmental body relating to Everside Services, or make available to
<br />Everside, its Everside employees, Physicians and Providers any of the benefits afforded to the
<br />employees of Client, and (iii) all such payments, withholdings and benefits, if any, are the sole
<br />responsibility of Everside, Everside employees, Physicians and Providers, as appropriate.
<br />(b) Upon Client providing documentation of its tax exempt status to Everside,
<br />Everside will make best efforts to deliver such documentation to vendors serving the Everside
<br />Health Center. Everside shall adjust Client's pass-through costs to the extent that such vendors'
<br />invoices to Everside are adjusted as a result of Client's documentation of its tax exempt status.
<br />The Parties understand that Client's tax exempt status may not necessarily apply to Everside-led
<br />buildout.
<br />8.5 Compliance with Laws. Each Party shall be solely responsible for compliance with
<br />all applicable state and federal laws pertaining to the subject matter of this Agreement.
<br />8.6 Business Associate Agreement. Everside and Client, acting on behalf of its group
<br />health plan, agree to the Business Associate Agreement attached as Exhibit B for purposes of
<br />Everside receiving, hosting, using, and transmitting protected health information, as defined by
<br />the Health Insurance Portability and Accountability Act.
<br />2022 F%cr.itic I Ic;i It Ii, LU'. All righty nticncd, Confidential
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