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940 Grace Hall <br />Notre Dame, IN 46556 <br />ARTICLE 15. INDEPENDENT CONTRACTOR <br />The parties agree that subgrantee, as an independent contractor, retain the right to control and <br />direct the performance of all work under this Agreement and no provisions herein shall be <br />construed as making subgrantee the employees, agents, joint venture partners or other partners or <br />representatives of Notre Dame. Subgrantee shall not have the power to contract for or otherwise <br />bind Notre Dame, nor shall subgrantee represent to any third party that they have such power or <br />authority. <br />ARTICLE 16. REVERSION OF THE SUBGRANT <br />Any portion of the grant unexpended at the completion of the project or at the end of the period <br />shall be repaid to Notre Dame within 30 days unless Notre Dame, in consultation with the <br />Endowment and in writing, has agreed to another use of the unexpended funds or extended the <br />period. <br />ARTICLE 17. TERMINATION <br />Notre Dame through written notice may terminate this subcontract at least thirty days prior to <br />such termination date. Notice shall be delivered by registered mail with a return receipt <br />requested._ In such an event, the subgrantee_ shall_be _compensated -for work to the date of <br />termination and for any non -cancelable items. <br />ARTICLE 18. LIABILITY AND INDEMNIFICATION <br />Subgrantee will maintain personal and professional liability and automobile insurance coverage <br />sufficient for the purposes of this Agreement. In addition, Subgrantee agrees to assume the <br />liability for all losses, damages, expenses, demands and claims in connection with or arising <br />from any injury or damage to persons or property or both sustained or alleged to have been <br />sustained in connection with or as a result of Subgrantee's performance, nonperformance, <br />negligent acts or omissions (or those of its agents, servants or employees) including, losses, <br />expenses or damage sustained or incurred by Notre Dame, the Subgrantee or third parties. The <br />Subgrantee hereby agrees and undertakes to indemnify, defend, and hold harmless the University <br />of Notre Dame du Lac and its Board of Trustees, officers, employees and agents, individually <br />and collectively, from any and all such losses, expenses, damages, demands and claims, and shall <br />defend any suit, action or proceeding brought against them, or any of them, based upon any such <br />injury or damage (real or alleged) and shall pay all damages, claims, judgments or expenses <br />resulting therefrom. Notwithstanding the foregoing, the Subgrantee does not waive any <br />governmental immunity to which it may be entitled. <br />ARTICLE 19. LAW AND FORUM <br />This Agreement will be construed in accordance with the laws of the State of Indiana (USA). <br />Each of the undersigned parties hereby irrevocably consents to the jurisdiction of the Indiana <br />