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indemnifying Parry with respect to the defense of the action. Notwithstanding the foregoing, the
<br /> Indemnified Party may, at its option and expense, participate in the defense or settlement of any
<br /> claim, action, suit, or proceeding.
<br /> 7. Publicily. Neither Party will use the other Party's name,logo,trademarks,or service marks
<br /> in any advertising, publicity releases, or any other materials without that Party's prior written
<br /> approval.
<br /> 8. Assignment._ Neither Party may assign this Agreement, except to an affiliate or subsidiary,
<br /> without the prior written consent of the other Party.
<br /> 9. Notices. Any notice in connection herewith will be in writing, sent per the contact
<br /> information on Schedule 3 attached hereto, and either delivered personally, or mailed by certified
<br /> mail, postage prepaid, or sent via email. Notice will be deemed given when delivered personally,
<br /> or, if mailed, 72 hours after the time of mailing, or, if by email, 24 hours after an email is sent.
<br /> 10. Governing Law; Jurisdiction/Venue. This Agreement will be governed by and construed
<br /> in accordance with the laws of the State of Illinois, without regard to its conflicts of laws rules,
<br /> and both Parties submit to the exclusive personal jurisdiction of the state and federal courts in
<br /> Illinois, and to venue in said courts, and waive any claim of forum non conveniens. Each party
<br /> waives any right to have any dispute in connection herewith resolved by jury trial.
<br /> 11. Liability of Consultant. Consultant shall bear no liability to Client for loss or damage in
<br /> connection with advice or assistance given in good faith performance of the Services.
<br /> 12. Dispute Resolution. The prevailing Parry in any legal proceeding in connection with this
<br /> Agreement shall have the right to require the non-prevailing Party in such proceeding to make
<br /> payment to and reimburse the prevailing Parry for reasonable attorneys' fees and related expenses
<br /> which the prevailing Party incurs in connection with the commencement, prosecution, or defense
<br /> of such proceeding. The prevailing Party shall be that Party which prevails on a majority, but not
<br /> necessarily all, of the material issues which were adjudicated in such proceeding.
<br /> 13. General.
<br /> (a) No amendments or modifications of this Agreement shall be binding upon either
<br /> Party unless made in writing and signed by both Parties.
<br /> (b) This Agreement constitutes the entire agreement between the Parties and
<br /> supersedes all previous agreements, promises, proposals, representations, understandings, and
<br /> negotiations,whether written or oral, respecting the subject matter hereof.
<br /> (c) In the event any one or more of the provisions of this Agreement shall for any
<br /> reason be held to be invalid, illegal, or unenforceable,the remaining provisions of this Agreement
<br /> will be unimpaired, and the invalid, illegal, or unenforceable provision will be replaced by a
<br /> provision which,being valid, legal, and enforceable, comes closest to the intention of the Parties.
<br /> City of Decatur IL contract 01012025.docx
<br /> Confidential-Not for Public Consumption or Distribution
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