Permanent Establishment / No US Trade or Business

Vendor represents and warrants that, in connection with the performance of the Services: (a) Vendor performs the Services from India (or from locations outside the United States) through its own personnel and does not maintain a fixed place of business in the United States through which the Services are performed; (b) no employee or agent of Vendor habitually exercises in the United States an authority to conclude contracts in Vendor's name in connection with this Agreement; and (c) Vendor does not, by reason of this Agreement, intend to create a permanent establishment of Vendor in the United States within the meaning of the Treaty (India-US DTAA Article 5). The parties acknowledge that these facts support the characterization of the fees as business profits not subject to United States withholding as described in USI_TX_01 and USI_TX_02, and that a change in these facts (for example, Vendor stationing personnel onsite at Client's United States premises for an extended period) may change the analysis. Vendor shall promptly notify Client if any representation in this clause ceases to be accurate. Nothing in this clause constitutes a tax warranty, and the parties remain responsible for determining their respective tax positions under applicable law.