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within thirty (30) days of contract execution. The remainder will be billed monthly in four <br />installments. <br />Independent Contractor <br />In performing the services described herein, the Consultant shall be deemed to be an <br />independent contractor and not an employee of the Client. Any and all employees of the <br />Consultant or other persons (including any subgrantees, subcontractors, or subconsultants <br />engaged by the Consultant), while engaged in the performance of any work or services <br />required by the Client under the Agreement, shall not be considered employees of the Client. <br />The Consultant will be solely responsible for payment of all compensation owed to its own <br />personnel and any subcontractors or subconsultants engaged by the Consultant, as well as all <br />employment -related and other similar taxes and liabilities incurred by the Consultant. <br />Indemnification <br />Each party agrees to indemnify, and hold harmless the other, its affiliates, subsidiaries, <br />directors, officers, employees, on behalf of the indemnified party from and against and in <br />respect of any and all third party claims, demands, suits, causes of action, judgments, <br />obligations, damages, settlements, liabilities, penalties, costs and expenses of any kind or <br />nature, arising out of, or relating to the performance or breach of the Agreement or negligent <br />or wrongful act or omission (or alleged act or omission) in connection with the Agreement. <br />Neither party shall be required to indemnify the other party for the intentional, reckless, or <br />negligent acts of the other party. The indemnified party agrees to provide the indemnifying <br />party with prompt notice of any event or assertion of which it has knowledge concerning any <br />matter as to which a request for indemnification under this Agreement may be made. <br />Notwithstanding the foregoing, the Client does not waive any governmental immunity to <br />which it may be entitled. <br />Dispute Resolution <br />In the event any of any dispute between the parties related to the Agreement or any services <br />provided by the Consultant, such dispute shall be brought in any mutually agreed upon court <br />having jurisdiction over the State of Indiana, shall be governed by Indiana law and the <br />prevailing party shall be entitled to the costs of litigation, including reasonable attorneys' <br />fees. In any event, the Consultant's liability to the Client in any dispute shall be limited to <br />any amounts actually paid to the Consultant; the Client's liability to the Consultant shall be <br />limited to $500.00. <br />www.RecastCity.com <br />2 <br />