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4. Termination: This Agreement may be terminated by mutual consent ofthe parties which is incorporated into a written instrument signed by both parties. 5. Indemnity: The Contractor shall indemnify, save and hold harmless Agency and its employees and representatives from any and all claims of any nature, including costs, expenses, and attorney fees which may in any manner arise out of or result from acts or omissions in the performance of work or activities under this contract, except for any claim or portion of a claim that may arise out of the Agency's negligence. 6. Independent Contractor: The Contractor shall perform as an independent contractor under this Agreement. No part of this Agreement shall be construed to create an employer-employee relationship. The Contractor, its officers, employees, agents and representatives are not employees of the Agency for all purposes including, but not limited to, the application of the Social Security Act, the Fair Labor Standards Act, the Federal Insurance Contribution Act, the Federal Unemployment Act, the North Dakota Unemployment Compensation Law and the North Dakota Workers' Compensation Act. The Contractor shall be responsible for, among other things, any federal or state taxes applicable to any payments under this Agreement. 7. Assignment: Contractor shall neither assign nor transfer any rights or obligations under this Agreement without the prior written consent of the Agency. 8. Insurance: Contractor is self-insured with limits ofliability as contained in North Dakota Century Code Chapter 32-12.01 and subject to all defenses as contained in North Dakota state law. 9. Applicable Law, Jurisdiction and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of North Dakota. Venue for all legal proceedings arising out of this Agreement, or breach thereof, shall be in the state or federal court with competent jurisdiction in Cass County, North Dakota. 10. Assignment: The Contractor shall not assign this Agreement. 11. Authority to Contract: The Contractor shall not have the authority to contract for or on behalf of, or to incur obligations on behalf of, the Agency. 12. Captions: The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any of the provisions of this Agreement. 13. Execution and Counterparts: This Agreement may be executed in several counterparts, each of which shall be an original, all of which shall constitute one and the same instrument.