Dhillon, President and Executive Chair. 2.4 Commitment of the Contractor. The Contractor will devote sufficient time and attention to the business and affairs of Emerald to provide the Services, use his or her best efforts to promote the interests of Emerald, and will carry out his or her Services honestly, in good faith and in the best interests of Emerald. 2.5 Not Employment. The parties acknowledge and agree that the relationship created by operation of this Agreement is not an employment relationship. 3. Fees 3.1 Fee. The Company will pay to the Contractor an annual fee (the "Fee") of $240,000. per year plus plus GST and applicable taxes, if any. 3.2 Reimbursement of Expenses. Emerald will reimburse the Contractor for all reasonable expenses incurred in the performance of his or her Services, provided that the Contractor provides a written expense account in a form satisfactory to the Lead Director of the Company. 3.3 Deductions and Remittances. Emerald shall not be obliged to deduct or retain from the Fees due to the Contractor, nor shall it be obliged to remit same to the required governmental authority, any amounts that may be required by law or regulation to be deducted, retained and remitted including, without limitation, Federal and Provincial or State Income Tax, Workers' Compensation and Pension Plan deductions and remittances. All such remittances and other payments are entirely the responsibility of the Contractor and the Contractor hereby indemnifies and saves Emerald and its Board members and officers harmless from any liability of any kind whatsoever that they may incur as a result of the Contractor's failure to make such remittances or payments. 3.4 Other Boards, Charities and Business Activities. The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be