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however, that such waiver shall not operate as a waiver of, or estoppel with
<br />respect to, any other or subsequent failure. No failure to exercise and no delay
<br />in exercising any right, remedy, or power hereunder shall operate as a waiver
<br />thereof, nor shall any single or partial exercise of any right, remedy, or power
<br />hereunder preclude any other or further exercise thereof or the exercise of any
<br />other right, remedy, or power provided herein or by law or in equity.
<br />Either party shall be excused from any delay or failure in, performance required
<br />hereunder if caused by reason of any occurrence or contingency beyond its
<br />reasonable control, including, but not limited to, acts of God, acts of war, fire,
<br />insurrectiion, laws proclamations, edits, ordinances or regulations, strikes, lock-
<br />outs or other serious labor disputes, riots, earthquakes, floods, explosions or
<br />other acts of nature. The obligations and rights of the party so excused shall
<br />be extended on a day-to-day basis for the time period equal to the period of
<br />such excusable interruption. When such events have abated, the parties'
<br />respective obligations hereunder shall resume.
<br />(,, r '(111 H( Ei - "(1 LS,fl ""r,
<br />If any provision of this Agreement, or the application thereof to any person,
<br />place, or circumstance, shall be held by a court of competent jurisdiction to be
<br />invalid, unenforceable, or void, the remainder of this Agreement and such
<br />provisions as applied to other persons, places, and circumstances shall remain
<br />in full force and effect.
<br />10 Nl l''A"J"/
<br />The validity, interpretation, enforceability, and performance of this Agreement
<br />shall be governed by and construed in accordance with the laws of the State
<br />of Indiana.
<br />J i J"',
<br />The Consultant shall operate at all times as an independent contractor of the
<br />Sponsor. No employee of the Consultant will be considered or deemed to be
<br />an employee of the Sponsor. This Agreement does not authorize the
<br />Consultant to act for the Sponsor as its agent or to make commitments on,
<br />behalf of the Sponsor. The Sponsor shall not withhold payroll taxes, and
<br />Consultant shall not be covered by health, life, disability, or worker's
<br />compensation insurance of the Sponsor.
<br />Each party represents and: warrants to the other party that this Agreement has
<br />been duly authorized, executed and delivered and that the performance of its
<br />PI., 0.1d Id.— G.M.,
<br />G—J.
<br />Gonsultlng
<br />January 2018
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