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�V'M'�/1 r✓0�. � 11 u A fin( <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 />SECTION g—GOVERNING LAW <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 />SECTION 10— INDEPENDENT CONTRACTOR <br />C c:un:SI,JIl i 11 <br />The Consultant 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`gI'e."rh'1iE'L°'IR:. <br />employee of the Sponsor. This Agreement does not authorize the Consultant to act <br />for the Sponsor as its agent or to make commitments on behalf of the Sponsor. The <br />f er,E nn bo I- a � <br />Sponsor shall not withhold payroll taxes, and Consultant shall not be covered by <br />health, life, disability, or worker's compensation insurance of the Sponsor. <br />Page <br />4. of S <br />SECTION ii— ABILITY TO ENTER INTO CONTRACT <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 />SECTION 12- LIMITATION OF LIABILITY; INDEMNIFICATION <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 12(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 />SECTION 13 — ENTIRE AGREEMENT <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 />SECTION 14— REMEDIES FOR BREACH OF CONTRACT <br />The Consultant's failure to complete the services in accordance with this Agreement <br />will be considered a material breach. In the event of such breach, the Sponsor may <br />