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ARTICLE V. GENERAL PROVISIONS 5.01 Indemnity;No Joint Venture or Partnership. Each Party covenants and agrees, at its own expense, to pay and to indemnify and save the other Party, and its officers and employees (the "Indemnitees") harmless of, from and against, any and all claims, damages, demands, expenses and liabilities resulting from the negligent acts of such Party and which are directly or indirectly from or related to this MOU or the Equipment, unless such claims, damages, demands, expenses or liabilities arise by reason of the negligent or other wrongful act or omission of the Party, its agents or other Indemnitees. However, nothing contained in this MOU shall be construed as creating either a joint venture or partnership relationship between the Commission and NASBE. 5.02 Time of Essence. Time is of the essence of this MOU. The parties shall make every reasonable effort to expedite the subject matters hereof(subject to any time limitations described herein) and acknowledge that the successful performance of this MOU requires their continued cooperation. 5.03 Breach. Before any failure of any party of this MOU to perform its obligations under this MOU shall be deemed to be a breach of this MOU, the party claiming such failure shall notify, in writing, the party alleged to have failed to perform such obligation and shall demand performance. No breach of this MOU may be found to have occurred if performance has commenced to the reasonable satisfaction of the complaining party within thirty(30) days of the receipt of such notice. If after said notice, the breaching party fails to cure the breach, the non- breaching party may seek any remedy available at law or equity, including the remedy of specific performance. 5.04 Amendment. This MOU, and any exhibits attached hereto, may be amended only by the mutual consent of the parties, by the adoption of a resolution of the Commission approving said amendment, as provided by law and by the execution of said amendment by the parties or their successors in interest. 5.05 No Other MOU. Except as otherwise expressly provided herein, and except with regard to the Equipment Lease Agreement, the terms of which are expressly incorporated herein, this MOU supersedes all prior agreements, negotiations and discussions relative to the subject matter hereof and together with the Equipment Lease Agreement is a full integration of the agreement of the parties. 5.06 Severability. If any provision, covenant, agreement or portion of this MOU or its application to any person, entity or property, is held invalid, such invalidity shall not affect the application or validity of any other provisions, covenants, agreements or portions of this MOU and, to that end, any provisions, covenants, agreements or portions of this MOU are declared to be severable. 5.07 Indiana Law. This MOU shall be construed in accordance with the laws of the State of Indiana without regard to conflict of law principles. Each party expressly submits to the non-