Vendor Tax Agreement

Vendor

All payments hereunder shall be made against a duly issued tax invoice(s) by the Vendor. Any payment payable to the Vendor  pursuant to this Agreement are inclusive of any and all taxes and charges imposed or levied by any governmental agency or tax administration except value added tax, sales tax, goods and services tax and similar indirect taxes (the "Indirect Taxes"), if applicable. Indirect Taxes shall be charged on and added to all amounts payable hereunder, if applicable and as required by law. Notwithstanding anything to the contrary in this Agreement, the Client shall be entitled to deduct and withhold from any payment payable or otherwise deliverable pursuant to this Agreement such amounts as are required to be deducted or withheld under any applicable law, unless the Vendor  provides the Client with an exemption from such withholding tax, or a withholding certificate from the Relevant Tax Authority that determines the withholding rate or tax amount (the "Valid Certificate") to the full satisfaction of the Client, in which case, the deduction and withholding of relevant taxes shall be in accordance with such Valid Certificate. If any amounts are withheld or deducted for tax purposes, such amounts shall be deemed to have been paid to the Vendor  and the Vendor  shall be provided with a document evidencing such tax withholding.

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