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Works. Any payment that the City may deny, withhold, or delay shall not be subject to penalty or <br />interest under Ind. Code 5-17-5. <br />Section 3. Term and Termination. This Agreement shall be effective commencing on <br />January 1, 2019 (the "Effective Date"), and shall terminate on December 31, 2019 (the "Termination <br />Date"). The parties further agree that either party may terminate this Agreement at any time after <br />the Effective Date upon sixty (60) days' written notice to the other party. Contractor will be paid for <br />work performed prior to termination of the Agreement. <br />Section 4. Assignment; Successors. Contractor shall not assign or subcontract the whole or <br />any part of this Agreement without the prior written consent of the City. <br />Section 5. Changes in Scope of Services. Contractor understands and agrees that it shall not <br />commence any additional work or change the scope of the Services unless authorized in writing by <br />the City. No claim for additional compensation shall be made by Contractor in the absence of prior <br />written approval of the parties. <br />Section 6. Non -Disclosure of Confidential Information. In the course of providing <br />consulting and other services under this Agreement, Contractor may receive highly sensitive <br />confidential information of the City and/or third parties. Contractor acknowledges a fiduciary duty to <br />maintain and strictly preserve all confidential information which Contractor may receive during the <br />course of this Agreement. <br />Section 7. Governing Law; Compliance with Laws. This Agreement shall be construed and <br />interpreted according to the laws of the State of Indiana. Contractor agrees to comply with all <br />applicable federal, state, and local laws, rules, regulations and ordinances, and all provisions <br />required thereby are hereby incorporated herein by reference. Contractor shall comply with <br />federal, state, and local laws in its hiring and employment practices and policies for any activity <br />covered by this Agreement. Further, the City shall not be required to pay for services that are <br />inconsistent with or in violation of this Agreement nor for any services performed in violation of <br />any federal, state, or local statute, ordinance, rule or regulation. <br />Section 8. Relationship/Independent Contractor. Contractor is an independent <br />contractor of the City and is not, and shall not be deemed to be, an employee of the City. Both <br />Contractor and the City, in the performance of this Agreement, shall act in anindependent capacity <br />and not as agents, employees, partners, joint ventures or associates of one another. The employee(s) <br />or agent(s) of one party shall not be deemed or construed to be the employee(s) or agent(s) of the <br />other party for any purpose whatsoever. Neither party will assume liability for any injury (including <br />death) to any person(s), or damage to any property, arising out of the acts or omissions of the <br />agents, employees or subcontractors of the other party. Contractor shall be solely responsible for <br />providing all necessary unemployment and workers' compensation insurance for Contractor's employees. <br />2 <br />