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4) Five (5) years have elapsed from the later of the date of this Agreement or the disclosure of the Information to BWG by the City. Section 5. Term; Termination A. The term of this Agreement shall commence on March 1, 2011, and shall expire as of February 28, 2012, unless otherwise terminated as provided in Section SB. B. This Agreement is in effect for the period provided for herein unless terminated by either party, giving 60 days termination notice in writing in compliance with Section 9 of this agreement. In the event the City terminates this Agreement, all out-of-pocket and contracted expenses incurred by BWG will be reimbursed by the City, according to Section 2A of this Agreement. C. If either party commits any material breach of any covenant contained herein and fails to remedy any such default or material breach within sixty (60) days after written notice thereof by the other party, the other party may, at its option, terminate this Agreement upon giving written notice of termination to the breaching party. D. Either party may terminate this Agreement, without cause, upon thirty (30) days written notice delivered to the other party in the manner provided hereinafter. Section 6. Assignment This Agreement is not assignable by either party without the prior written consent of the other party. Section 7. Independent Contractors BWG shall perform all services under this Agreement as an "independent contractor" and not as an employee or agent of the City. BWG shall not act as the City's agent, and is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the City, or to bind the City in any manner, except to reimburse BWG for any production and related expenses as approved in advance and in writing by the City. Section 8. Miscellaneous This Agreement shall be construed in accordance with the laws of the State of Indiana. If any provisions of this Agreement are or shall come into conflict with the laws or regulations of any jurisdiction or any governmental entity having jurisdiction over the parties or this contract, those provisions shall be - 4 -