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4. TERM <br />This Agreement shall commence on the date stated above and terminate on September <br />16, 2024, unless terminated as otherwise provided in this Agreement. <br />5. INDEPENDENT CONTRACTOR <br />Partner shall, during the entire term of this Agreement, be construed to be an independent <br />contractor and not an employee of the City. This Agreement is not intended nor shall it be <br />construed to create an employer -employee relationship, ajoint venture relationship, or to allow <br />the City to exercise discretion or control over the professional manner in which Partner performs <br />the services which are the subject matter of this Agreement; however, the services to be provided <br />by Partner shall be provided in a manner consistent with all applicable standards and regulations <br />governing such services. Partner shall pay all salaries and wages, employer's social security taxes, <br />unemployment insurance and similar taxes relating to employees and shall be responsible for all <br />applicable withholding taxes. <br />6. INSURANCE <br />During the term of this Agreement, Partner shall maintain and shall require its <br />subcontractors or agents, if any, to obtain and maintain insurance as described in Exhibit B. <br />7. INDEMNIFICATION <br />To the fullest extent permitted by law, Partner shall indemnify, defend and hold harmless <br />City, its officers, agents and employees (collectively, the "indemnified parties") from and against <br />any and all claims (including, without limitation, claims for bodily injury, death or damage to <br />property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, <br />fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, <br />disbursements and court costs) of every kind and nature whatsoever (individually, a claim; <br />collectively, "claims"), which may arise from or in any manner are related (directly or indirectly) <br />to this Agreement or Partner's presence or activities at the Event (including the negligent and/or <br />willful acts, errors and/or omissions of Partner, its principals, officers, agents, employees, <br />vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of <br />them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, <br />nothing herein shall be construed to require Partner to indemnify the indemnified parties from <br />any claim arising from the sole negligence or willful misconduct of the indemnified parties. This <br />indemnity shall apply to all claims and liability regardless of whether any insurance policies are <br />applicable. The policy limits do not act as a limitation upon the amount of indemnification to be <br />provided by the Partner. <br />8. CONFIDENTIALITY <br />If Partner receives from the City information which due to the nature of such information <br />is reasonably understood to be confidential and/or proprietary, Partner agrees that it shall not use <br />Page 2 of 6 <br />