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circumstance, shall be held by a court of competent jurisdiction to be invalid, <br />unenforceable, or void, the remainder of this Agreement and such provisions as applied <br />to other persons, places, and circumstances shall remain in full force and effect. <br />SII:C110IIN 9 G� V�All:]RNNG'u II..A <br />The validity, interpretation, enforceability, and performance of this Agreement shall <br />be governed by and construed in accordance with the laws of the State of Indiana. <br />o 11SU ffing <br />S l] C 11 G:`) h,J :l � V If: � II 1 IF: II'°,11 II � II II p F G' U1,1 ]RAC. II �'; R <br />Agreement <br />Agreement <br />shall operate at all times as an independent contractor of the <br />Sponsor. No employee of the Consultant will be considered or deemed to be an <br />employee of the Sponsor. This Agreement does not authorize the Consultant to act <br />Novein,iber 20-.1.8 <br />for the Sponsor as its agent or to make commitments on behalf of the Sponsor. The <br />Sponsor shall not withhold payroll taxes, and Consultant shall not be covered by <br />Page <br />health, life, disability, or worker's compensation insurance of the Sponsor. <br />4 of 9 <br />SEC II �UI`J Allll NmlY I 0 II..:II14 Il lE II II II G N G°:0II`4 II IIRAC'::1.. <br />Each party represents and warrants to the other party that this Agreement has been <br />duly authorized, executed and delivered and that the performance of its obligations <br />under this Agreement does not conflict with any order, law, rule or regulation or any <br />agreement or understanding by which such party is bound. <br />SII:.G:: II aG~:.iII N :1.2 1...1MII II'A II II0IN G II AIBIIII .V..II..YG N 1,)II.:..:II II1 IIG".A"1°'II0N <br />(a) As a professional organization, the Consultant will perform the services <br />described in Exhibit A to the best of their ability, striving to ensure great quality work <br />and minimize errors or omissions. As a result, the Consultant shall not be liable to <br />sponsor for any loss incurred in the performance of his/her services hereunder unless <br />caused by Consultant's negligence. Notwithstanding any provision to the contrary, <br />the limit of Consultant's liability under this Agreement will be equal to the total <br />amount paid by Sponsor to Consultant under this Agreement. <br />(b) Sponsor agrees, at its sole cost, to indemnify and defend Consultant from <br />and against any damages, claims or suits by third parties against Consultant arising <br />from the performance of Consultant's services hereunder unless caused by <br />Consultant's negligence. Subject to the limitation of liability stated in Section iz(a), <br />Consultant agrees, at its sole cost, to indemnify and defend Sponsor (and its officials, <br />employees, and agents) from and against any damages, claims or suits by third <br />parties against Sponsor arising from the performance of Consultant's services <br />hereunder unless caused by the negligence of Sponsor (or its officials, employees, or <br />agents). <br />S we N IIG: fi"„N a. N N II IIRN''':: AGw%IIRII If:IIVIII:II'`,p.IF <br />This Agreement is the final expression of the parties' agreement with respect to the <br />retention of Consultant by the Sponsor for the services specified herein and may not <br />be contradicted by evidence of any prior or contemporaneous agreement. <br />S CTI 0 N 14, III II�II1:1;� If FOR IBIIGII ACJ II G:':C.G6"N.1..IRAC ..II... <br />The Consultant's failure to complete the services in accordance with this Agreement <br />