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<br />omissions occur as a result of gross negligence or willful misconduct by <br />Consultant. <br /> <br />C. Comoliance with Aoolicable Law: Consultant shall perform the Services under <br />this Agreement in compliance with all applicable laws, ordinances and <br />regulations. <br /> <br />D. Location: Consultant shall provide the Services to the Government at one or more <br />locations mutually agreed upon by the Contract Administrator and Project <br />Manager. <br /> <br />IV. RELATIONSHIP OF PARTIES <br /> <br />A. Indeoendent Contractor: Consultant is an independent contractor and shall not be <br />deemed a partner or agent of or joint venturer with the Government. The <br />employees and agents of Consultant who will be involved in the performance of <br />the Services shall not be deemed the employees or agents of the Government. <br />Neither party shall have any right, power or authority to create any contract or <br />obligation on behalf of, or binding upon, the other party, without the prior written <br />consent of such other party. <br /> <br />B. No Interest: Consultant hereby acknowledges that it (i) has no personal or <br />financial interest in the project requiring the performance of the Services other <br />than the fee it is to receive under this Agreement; (ii) shall not acquire any such <br />interest, direct or indirect, which would conflict in any manner with the <br />performance of the Services hereunder; and (iii) does not and will not employ or <br />engage any person with a personal or financial interest in the project requiring the <br />Services under this Agreement. <br /> <br />V. PUBLICATIONS <br /> <br />As an educational, nonprofit, professional membership association, Consultant reserves <br />the right to publish non-confidential documents describing the results of, or created <br />during, the Services performed under this Agreement. Consultant will not publish any <br />item with the name of the Government without obtaining the prior written consent of the <br />Government. <br /> <br />VI. PROPRIETARY ITEMS <br /> <br />All work product produced as a result of the Services provided hereunder shall be the <br />property of the Government; however, Consultant's methodologies (e.g., surveys, <br />reference databases) that it has developed before and during this engagement are the <br />property of Consultant (collectively, and together with any Consultant proprietary <br />assessment tools, the "GFOA Intellectual Property"). In particular, in the course of <br />performance hereunder, Consultant may use (and may authorize the Government's <br />personnel to use) certain GFOA Intellectual Property to assist in engagement completion. <br />The Government shall not have or obtain any right or title to or interest in such GFOA <br />Intellectual Property (or in any modifications or enhancements thereto). Consultant <br />makes no express or implied warranties of any kind regarding the GFOA Intellectual <br />Property. <br /> <br />QBCHI\3890l0.6 <br /> <br />Government Finance Officers Association <br /> <br />2 of] 5 <br />