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MASTER SERVICES AGREEMENT <br />Juvval Tech LLC, a Washington State Limited Liability Company <br />located at 22559, NE 91st way, Redmond, WA 98053 Juvval Tech , a Washington State <br /> located at Wetmore Ave, Everett, WA 98201 (executed by <br />the parties. <br />RECITALS <br />Client desires to engage Juvval Tech to provide Client access to the current version of Juvval Tech <br />interpreter management services and program named Moli <br />Agreement and its attached statement Juvval Tech desires to be engaged by Client on <br />such terms and conditions. <br />AGREEMENT <br />1. RETENTION OF JUVVAL TECH; SERVICES TO BE PERFORMED. Client retains Juvval Tech to provide access to the Service <br />as set forth in this Agreement and any attached SOW, incorporated by this reference. Juvval Tech shall have <br />the discretion to assign its employees and independent contractors to perform under this Agreement as <br />necessary and appropriate. <br />2. INDEPENDENT CONTRACTOR; NO AGENCY. In performing under this Agreement, Juvval Tech will act as an <br />independent contractor with respect to Client. The parties do not intend to enter into a joint venture, <br />partnership, or employment arrangement by entering into this Agreement. <br />2.1. CONTROL AND EQUIPMENT. In performing under this Agreement, Juvval Tech agrees to provide its own <br />equipment, tools, and materials. Juvval Tech shall perform under this Agreement in a timely manner, <br />with the highest degree of professionalism and utilizing Juvval Tech <br />consistent with industry standards, and at a location, place and time which Juvval Tech deems <br />appropriate. Juvval Tech may enter into any contract with other entities, except any contract which <br />would induce Juvval Tech to violate this Agreement. <br />2.2. TAXES AND LABOR LAWS. Juvval Tech shall have full responsibility for applicable withholding taxes for all <br />compensation paid to Juvval Tech by Client, and for compliance with all applicable labor and <br />employment requirements with respect to Juvval Tech Juvval Tech <br />insurance coverage requirements and any U.S. immigration visa requirements. Any and all employees <br />of Juvval Tech, while engaged in the performance of any work or service required of Juvval Tech under <br />this Agreement, shall be considered employees of Juvval Tech only and not of Client, and any and all <br />so engaged, and any and all claims made by a third party as a consequence of any negligent act or <br />omission on the part of Juvval Tech or Juvval Tech <br />services provided to be rendered herein, shall be the sole obligation and responsibility of Juvval Tech. <br />Juvval Tech hereby agrees to indemnify, defend, and hold Client harmless from any liability for, or <br />assessment of, any claims or penalties with respect to such withholding taxes, labor, or employment <br />requirements, including any liability for, or assessment of, withholding taxes imposed on Client by the <br />relevant taxing authorities with respect to any compensation paid to Juvval Tech or Juvval Tech <br />partners, or its employees or contractors.