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V. VI. VII. VIII. IX. x. INDEPENDENT ENTITY NDACo shall perform as an independent entity under this Agreement. Neither NDACo, nor its employees, agents, or representatives, shall be employees of County. No part of this Agreement shall be construed to create an employer/employee relationship. INDEMNITY A. Each party agrees to assume its own liability, and to indemnify, save and hold the other party and its agencies, officers, directors and employees harmless, for any and all claims of any nature, including all costs, expenses and attorney's fees, which in any manner result from or arise out of its own activities under this Agreement. B. Nothing herein shall preclude either party from asserting against third parties any defenses to liability it may have under North Dakota law. RETENTION OF RECORDS NDACo agrees to keep and maintain accurate records regarding the services it provides under this Agreement. These records shall be made available to County, or its agents, upon reasonable request at any time during normal business hours. NDACo agrees to retain these records for a period of three years or until any ongoing audit is completed and closed, whichever occurs later. TERMINATION OF AGREEMENT IfNDACo or County determines that this Agreement is no longer desired or necessary, either party can terminate the Agreement by giving written notice of such termination to the other party at least 30 days prior to the effective date of termination. CONFIDENTIALITY NDACo agrees that it will not printout, download, disseminate, access, use or disclose any information, files or data of County except (1) for purposes of providing technical support services in accordance with this Agreement, (2) with County's written consent, (3) as authorized or required by law, or (4) to the extent such information, files or data are published or generally known. SUPERSESSION AND MODIFICATION A. This Agreement and its exhibits constitute the entire agreement between NDACo and County with respect to the subject matter hereof, and all prior Technical Support Services Agreements, Purchase of Service Agreements, and all other previous oral or written negotiations, representations, agreements and understandings between NDACo and County regarding the subject matter hereof are expressly superseded; provided, however, this Agreement shall not supersede the Joint Powers Agreement for Purchasing of which County is a member and which is administered by NDACo. B. No alteration or amendment of this Agreement shall be effective unless it is in writing, and signed by the parties; provided, however, that ifNDACo presents a new Compensation Schedule to County at least 45 days before the current term of this Agreement is due to expire, and ifthe term of this Agreement is thereafter renewed, 2