Operational Control. Contractor shall have sole and exclusive control over the manner in which Contractor and its employees and/or sub-contractors perform Services. Contractor shall engage and employ and/or sub-contract with, such carriers or other service providers, as it may deem necessary in connection therewith. Such individuals shall be considered employees or subcontractors of Contractor only and shall be subject to employment, discharge, discipline and control solely and exclusively by Contractor. Contractor shall be fully responsible for all actions or omissions of its employees and subcontractors, including payment of all freight charges due any subcontractor, and Contractor shall indemnify Menlo and its Customers against any and all claims arising from the actions or omissions of its employees or subcontractors except to the extent due to the acts or omissions of Menlo, its Customers or their respective employees or agents. The relationship between the parties hereto shall, at all times, be that of independent contractors. This Agreement does not constitute eitherparty the agent or legal representative of the other party.