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Warranties. Consultant warrants that Consultants agreement to perform the Work pursuant to this Agreement does not violate any other agreement or obligation between Consultant and a third party; and
(a) The Work as delivered to Citizens will not infringe any copyright, patent, trade secret, or other proprietary right held by any third party; and
(b) The services provided by Consultant shall be performed in a professional manner, and shall be of a high grade, nature, and quality. The services shall be performed in a timely manner and shall meet deadlines agreed between Consultant and Citizens.
9. Mutual Indemnification. [Intentionally Omitted.]
a. In the event any provision hereof is held void or unenforceable by any court of competent jurisdiction, then such provision shall be deemed severed from this Agreement and shall not affect the remaining provisions hereof.
b. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
c. This Agreement when executed by the Parties hereto, supersedes all prior agreements, understandings, and communications, either verbal or in writing, among the parties hereto with respect to the subject matter contained herein. This Agreement contains the entire agreement and understanding between the parties.
d. Any amendment or variation of this Agreement must be in writing and duly signed by all Parties hereto.
e. Any failure by a Party to comply with any obligation, agreement or condition herein may be expressly waived in writing by each of the other Parties, but such waiver or failure to insist upon strict compliance with such obligation, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any such subsequent or other failure.
f. Each of the Parties has participated in the negotiation and drafting of this Agreement. In the event an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by all Parties and no presumption or burden of proof shall arise favoring or disfavoring a Party by virtue of any other actual or purported authorship of any of the provisions of this Agreement.
g. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, successors, and permitted assigns.
h. Any notice required by this Agreement shall be made by written notice at such address designated below and as otherwise changed by the parties upon written notice. Written notice shall mean any correspondence sent by U.S. Mail, Certified Return Receipt Requested, facsimile, or email, and receipt of notice shall be considered the date received.
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