Consulting Agreement - enFocus Inc - Bloomberg Mayors Challenge Operational Support

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G 6 r SECTION 7— INTERRUPTION OF SERVICE Either party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, laws proclamations, edits, ordinances or regulations, strikes, lock -outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such C o 1i',i If 6I1'lt� events have abated, the parties' respective obligations hereunder shall resume. SECTION 8—SEVERABILITY, ENFORCEABILITY If any provision of this Agreement, or the application thereof to any person, place, or April circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as Paige applied to other persons, places, and circumstances shall remain in full force and 4 of„ 3. effect. SECTION y — GOVERNING LAW The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. SECTION io— INDEPENDENT CONTRACTOR The Consultant shall operate at all times as an independent contractor of the Sponsor. No employee of the Consultant will be considered or deemed to be an employee of the Sponsor. This Agreement does not authorize the Consultant to act for the Sponsor as its agent or to make commitments on behalf of the Sponsor. The Sponsor shall not withhold payroll taxes, and Consultant shall not be covered by health, life, disability, or worker's compensation insurance of the Sponsor. SECTION 11—ABILITY TO ENTER INTO CONTRACT Each party represents and warrants to the other party that this Agreement has been duly authorized, executed and delivered and that the performance of its obligations under this Agreement does not conflict with any order, law, rule or regulation or any agreement or understanding by which such party is bound. SECTION lz- LIMITATION OF LIABILITY; INDEMNIFICATION (a) As a professional organization, the Consultant will perform the services described in Exhibit A to the best of their ability, striving to ensure great quality work and minimize errors or omissions. As a result, the Consultant shall not be liable to Sponsor for any loss incurred in the performance of his/her services hereunder unless caused by Consultant's negligence or intentional acts or omissions. Notwithstanding any provision to the contrary, the limit of Consultant's liability under this Agreement will be equal to the total amount paid by Sponsorto Consultant underthis Agreement, except with regard to any claims related to a breach of confidentiality related to third party data acquired by Consultant and provided to Sponsor for Sponsor's use. (b) Sponsor agrees, at its sole cost, to indemnify and defend Consultant from and against any damages, claims or suits by third parties against Consultant arising from 1",.