Consulting Agreement - EnFocus Inc - Kronos HR Payroll Support Services

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a a110 41 V is �frirr r, it � �iimr � /�iwiwl�yr�ol�a�w,nvm�� &aw..l> ]Intl Id,7w61 ckl rGood, SECTION 8 — SEVERABILITY, ENFORCEABILITY If any provision of this Agreement, or the application thereof to any person, place, or 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 applied to other persons, places, and circumstances shall remain in full force and effect. SECTION 9 — 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 10 —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 12 — 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. Notwithstanding any provision to the contrary, the limit of Consultant's liability under this Agreement will be equal to the total amount paid by Sponsor to Consultant under this Agreement. (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 the performance of Consultant's services hereunder unless caused by Consultant's negligence. Subject to the limitation of liability stated in Section 12(a), Consultant agrees, at its sole cost, to indemnify and defend Sponsor (and its officials, employees, and agents) from and against any damages, claims or suits by third parties against Sponsor arising from the performance of Consultant's services hereunder unless caused by the negligence of Sponsor (or its officials, employees, or agents). SECTION 13 — ENTIRE AGREEMENT This Agreement is the final expression of the parties' agreement with respect to the retention of Consultant by the Sponsor for the services specified herein and may not be contradicted by evidence of any prior or contemporaneous agreement. L' ''.1"'I(:)LIII 14 11F'III" IIIIIIICIICIlk SIII:'0 R BR EACI1 OCO N""I"'RA ClI' CONFIDENTIALITY NOTICE: This document and its contents are confidential. If you have received this document in error, please destroy immediately.