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(and including in the event of the actual or alleged joint negligence of contractor, but only to the extent <br /> of client's actual proportionate negligence) occurring in the course of client's performance under this <br /> agreement. <br /> These indemnity obligations shall survive the expiration or termination of this agreement. <br /> 12. General Provisions. <br /> (a) Force Maieure. Neither CONTRACTOR nor CLIENT shall be responsible for delays <br /> or errors in its performance under this Agreement occurring by reasons or circumstances beyond its <br /> control, including, without limitation, acts of civil or military authority, national emergencies, disease or <br /> pandemic, fire, flood, or catastrophe, acts of God, insurrection, war, riots, or failure of transportation, <br /> communication, or power supply. <br /> (b) Independent Contractor. The parties agree that CONTRACTOR at all times during <br /> the term will be an independent contractor to CLIENT and that this Agreement does not create any <br /> relationship other than that of independent contractors, including any partnership, agency, or joint <br /> venture. <br /> (c) Entire Agreement/Choice of Law. This Agreement sets forth the entire <br /> agreement and understanding of the parties relating to its subject matter, and supersedes all prior <br /> agreements, arrangements, and understandings, written or oral, relating to its subject matter. This <br /> Agreement shall be governed in accordance with and interpreted under the laws of the State of Illinois <br /> (with venue of Macon County, Illinois) without giving effect to its choice of law provisions. <br /> (d) Amendment. Any changes to this Agreement shall be in writing in the form of an <br /> amendment mutually agreed upon and duly executed by both parties. <br /> (e) Assignment. Except as may be herein specifically provided to the contrary, this <br /> Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal <br /> representatives,successors,and assigns; provided, however,that no assignment of this Agreement or the <br /> rights and obligations hereunder shall be valid without the specific written consent of both parties hereto <br /> and any unauthorized attempted assignment shall be void and of no further force and effect. <br /> (f) Multiple Counterparts. This Agreement may be executed in multiple <br /> counterparts, each of which so executed shall be deemed to be an original, but all such counterparts <br /> together constitute but one and the same instrument. <br /> (g) No Third-Party Beneficiaries. The provisions of this Agreement are for the benefit <br /> of the parties and not for any other person or entity. <br /> 11 <br />