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DocuSign Envelope ID: 4BDC617B-C22E-4B4A-8057-C42295F83EC5 <br />EXHIBIT 4 <br />091422-WCP <br />E. CONTRACT COMPLETE. This Contract represents the complete agreement between the <br />parties. No other understanding regarding this Contract, whether written or oral, may be used <br />to bind either party. For any conflict between the attached Proposal and the terms set out in <br />Articles 1-22 of this Contract, the terms of Articles 1-22 will govern. <br />F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent <br />contractors, each free to exercise judgment and discretion with regard to the conduct of their <br />respective businesses. This Contract does not create a partnership, joint venture, or any other <br />relationship such as master -servant, or principal -agent. <br />11. INDEMNITY AND HOLD HARMLESS <br />Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, <br />including their agents and employees, harmless from any claims or causes of action, including <br />attorneys' fees incurred by Sourcewell or its Participating Entities, arising out of any act or <br />omission in the performance of this Contract by the Supplier or its agents or employees; this <br />indemnification includes injury or death to person(s) or property alleged to have been caused <br />by some defect in the Equipment, Products, or Services under this Contract to the extent the <br />Equipment, Product, or Service has been used according to its specifications. Sourcewell's <br />responsibility will be governed by the State of Minnesota's Tort Liability Act (Minnesota <br />Statutes Chapter 466) and other applicable law. <br />12. GOVERNMENT DATA PRACTICES <br />Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, <br />Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell <br />under this Contract and as it applies to all data created, collected, received, maintained, or <br />disseminated by the Supplier under this Contract. <br />13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT <br />A. INTELLECTUAL PROPERTY <br />1. Grant of License. During the term of this Contract: <br />a. Sourcewell grants to Supplier a royalty -free, worldwide, non-exclusive right and <br />license to use the trademark(s) provided to Supplier by Sourcewell in advertising and <br />promotional materials for the purpose of marketing Sourcewell's relationship with <br />Supplier. <br />b. Supplier grants to Sourcewell a royalty -free, worldwide, non-exclusive right and <br />license to use Supplier's trademarks in advertising and promotional materials for the <br />purpose of marketing Supplier's relationship with Sourcewell. <br />2. Limited Right of Sublicense. The right and license granted herein includes a limited right <br />of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, <br />Rev. 3/2022 <br />