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matters in the name of the DISTRICT. INDEPENDENT CONTACTOR consents to the use of <br />INDEPENDENT CONTRACTOR's name in conjunction with the sale, use, performance and distribution <br />of said matters, for any purpose and in any medium. [Initial ifapDlicable ( NIA )]. <br />ARTICLE II COMPENSATION <br />1. DISTRICT agrees to pay the INDEPENDENT CONTRACTOR for services <br />satisfactorily rendered pursuant to this AGREEMENT a total fee not to exceed <br />eight thousand Dollars (S 8,000.00 ). DISTRICT shall pay <br />INDEPENDENT CONTRACTOR according to the following terms and conditions: <br />$140 per participant for 8095.001. The District is not obliqated to pay Presenter for a proqram <br />2. DISTRICT shall not be liable to INDEPENDENT CONTRACTOR for any costs or <br />expenses paid or incurred by INDEPENDENT CONTRACTOR in performing services for DISTRICT. <br />ARTICLE III TERM, TERMINATION <br />1. This AGREEMENT shall commence on or about July 1, 2008 and be <br />completed no later than August 31 2008 <br />2. DISTRICT may, at any time, with or without reason, terminate this AGREEMENT and <br />compensate INDEPENDENT CONTRACTOR only for services satisfactorily rendered to the date of <br />termination. Written notice by DISTRICT shall be sufficient to stop further performance of services by <br />Consultant. Notice shall be deemed given when received by the INDEPENDENT CONTRACTOR or no <br />later than three days after the day of mailing, whichever occurs first. <br />3. Upon termination of this AGREEMENT for any reason (other than full and satisfactory <br />completion of INDEPENDENT CONTRACTOR's services hereunder) INDEPENDENT <br />CONTRACTOR shall not be entitled to any unearned fees or costs and shall be liable for damages <br />suffered by DISTRICT due to INDEPENDENT CONTRACTOR's failure to perform pursuant to this <br />AGREEMENT. Upon such termination, DISTRICT shall have no continuing obligation to make any <br />payments to INDEPENDENT CONTRACTOR under this AGREEMENT. <br />ARTICLE IV INDEMNITY AND INSURANCE <br />1. INDEPENDENT CONTRACTOR agrees, to indemnify and hold harmless DISTRICT, <br />its trustees, officers, directors and employees against all damages, liabilities or costs, including attorneys' <br />fees and costs, to the extent caused by INDEPENDENT CONTRACTOR's performance of services under <br />this AGREEMENT or any acts in connection with or related to the SERVICES, or any actions of <br />INDEPENDENT CONTRACTOR or anyone for whom the INDEPENDENT CONTRACTOR is legally <br />liable. INDEPENDENT CONTRACTOR shall indemnify, and hold harmless DISTRICT, its trustees, <br />officers, directors and employees from and against all loss, cost, expense, royalties, claims for damages or <br />liability, in law or in equity, including, without limitation, attorneys' fees, court costs, and other litigation <br />expenses that may at any time arise for any infringement (or alleged infringement) of any patent, <br />copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in <br />consequence of the use of SERVICES by DISTRICT of method, process, product, concept specified, or <br />depicted supplied by INDEPENDENT CONTRACTOR in the performance of this AGREEMENT. <br />034/062376-0003 <br />65980501 al V28/05 -2- <br />