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4) Force Majeure. PROSPERITY NOW is not liable for any delay in performance or non-performance
<br />caused by acts of god, war, civil disturbance, government action, labor dispute, computer virus,
<br />pandemic illness, inadequate access to client site or data, or anything else beyond PROSPERITY
<br />NOW's reasonable control.
<br />5) Termination. Performance under this Agreement may be terminated by CITY OF SOUTH BEND upon
<br />thirty (30) days written notice. Performance may be terminated by PROSPERITY NOW if circumstances
<br />beyond its control preclude continuation of the Project. Upon termination, PROSPERITY NOW will be
<br />reimbursed for all costs and non -cancellable commitments incurred in the performance of the Project
<br />and not yet paid for, such reimbursement together with other payments not to exceed the total
<br />estimated project cost specified in Article 3. In the event that either party hereto shall commit any
<br />breach of or default in any of the terms or conditions of this Agreement, and also shall fall to remedy
<br />such default or breach within thirty (30) days after receipt of written notice thereof from the other
<br />party hereto, the party giving notice may, at its option and in addition to any other remedies which it
<br />may have at law or in equity, terminate this Agreement by sending notice of termination in writing to
<br />the other party to such effect, and such termination shall be effective as of the date of the receipt of
<br />such notice
<br />6) Liability
<br />The CITY OF SOUTH BEND agrees to hold PROSPERITY NOW, its officers, employees, or agents, harmless
<br />from any loss, claim, damage, or liability of any kind involving an officer, employee, or agent of the
<br />PROSPERITY NOW arising out of or in connection with this Agreement, except to the extent that such
<br />loss, claim, damage, or liability is founded upon or grows out of the acts or omissions of any of the
<br />officers, employees, or agents of the CITY OF SOUTH BEND while acting within the scope of their
<br />employment.
<br />7) Warranties
<br />PROSPERITY NOW MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, AS TO ANY MATTER
<br />WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE RESULTS, WHETHER
<br />TANGIBLE OR INTANGIBLE, OR DEVELOPED UNDER THIS AGREEMENT; OR THE OWNERSHIP,
<br />MARKETABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE RESULTS. THE UNIVERSITY SHALL
<br />NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL OR OTHER DAMAGES SUFFERED
<br />BY ANY PERSON RESULTING FROM THIS PROJECT.
<br />8) Entire Agreement. Unless otherwise specifically provided, this Agreement embodies the entire
<br />understanding between the CITY OF SOUTH BEND and PROSPERITY NOW for this project, and any prior
<br />or contemporaneous representations, either oral or written, are superseded. No amendments or
<br />changes to this Agreement, including without limitation, changes in the statement of work, total
<br />estimated cost, and period of performance, shall be effective unless made in writing and signed by
<br />authorized representatives of the parties.
<br />9) independent Contractor
<br />In the performances of all services under this Agreement neither party is authorized or empowered to
<br />act as agent for the other for any purpose and shall not on behalf of the other enter into any
<br />contract, warranty, or representations to any matter. Neither party shall be bound by the acts or
<br />conduct of the other.
<br />10) Governing Law. The Agreement shall be governed by the laws of the Indiana.
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