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PAGE 6 officers, employees or agents which in any manner result from or arise out of this agreement. Such legal defense is not required if the County refuses to waive a potential conflict of interest that can be waived under the North Dakota Rules of Professional conduct. Said endorsement shall also provide that any attorney representing the County, its officers, employees or agents under this clause must first qualify and be appointed by the North Dakota Attorney General as a Special Assistant Attorney General as required under NDCC. Section 54-12-08 and agree to follow the Special Assistant Attorney General Billing Policy. The County shall reimburse the provider for its company or pool for the combined attomey=s /e"fees and legal defense costs of the County and Provider resulting from or arising out of this agreement in the same proportion that the County=s liability for the acts of its own officers, employees, or agents bears to the parties= combined liability for the claim, or the amount of such fees and costs which are covered by the County=s liability coverage of self-retention fund, whichever is less. If a claim against both parties is resolved and neither the County nor the Provider is found liable, the County shall reimburse the Provider or its company or pool for half the combined attomey=s fees and legal defense costs of the County and Provider, or the amount ~ of such fees and costs covered by the County=s liability coverage or self-retention fund, whichever is less. If a claim against is resolved by one party but continues against the other party, each party will pay for half the combined attomey=s fees and legal defense costs incurred on or before the date, or the amount of such fees and costs covered by the County=s liability coverage or self-retention fund, whichever is less. A~er that date, the remaining party will be responsible for its own attorney=s fees and legal defense costs. The County shall provide such reimbursement in accordance with the Special Assistant Attorney General Billing policy within thirty (30) days after the total amount of reimbursement can be determined. XX. SEVERABILITY: The parties agree that any term of provision of this contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the contract did not contain the particular term or provision held to be invalid. XXI. WAIVER: The failure of the CCSSB to enforce any provisions of this contract shall not constitute a waiver by the CCSSB of that or any other provision. XXII. MERGER CLAUSE: This agreement constitutes the entire agreement between the parties. No waiver, consent, modification or change of terms of this agreement shall bind either party unless in writing and signed by both parties. Such waiver, consent, modification or change, if made, shall be effective only in the specific instance and for the specific purpose given. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this agreement. Provider, by the signature below of its authorized representative, hereby acknowledges that the Provider has read this agreement, understands it and agrees to be bound by its terms and conditions.