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EXHIBIT TERM This Agreement shall commence on the date first written above and terminate oo September 30, 2O]5, unless terminated earlier io accordance with Section l2`below. 4^ INDEPENDENT CONTRACTOR Cooxokout obuD, during the entire term ofthis Apreement, be construed to bcmnindependent contractor and not ou employee o[the Authority. This Agreement ia not intended nor shall i|beconstrued to create no employer-employee relationship, u joint venture relationship, or 10 u|lnvv the Authority to urou/ioc discretion or control over the professional manner in which Consultant ycrfooua the aen/oeu vvbjcb are the subject matter ofthis &gzoeoueu(; bnv/ovuc, the services to he provided byConsultant ubnO be provided inm manner consistent with all applicable standards and regulations govoruiog such services. Consultant obol) pay all ouladux and wages, coTployor'a onoiu| security taxes, unemployment bnooruuoe and similar taxes relating to employees and shall bcresponsible for all applicable withholding taxes. 5. INSURANCE -RESERVED Due to the nature of the services provided hereunder, insurance isnot required. h, INDEMNIFICATION Each party agrees Wand shall indemnify and hold harmless the other party, its officers, agents, employees, 000nubucUm' special ouuoocl, and representatives from liability: (1) for damages, just compensation, restitution, judicial or coohahle relief arising out of third putty c\oizna for personal bodily injury, including bealdz, and ulubnx for tangible property doozage, which may arise from the direct or indirect operations of the indemnifying party or its contractors, subcontractors, agents, cozp|oyeeu, or other persons acting on their behalf, and (2) from any third party claim that damages, just compensation, ro$budnu, judicial or equitable ro|iu[ is dun by rcoomo of the teono of or effects arising from this Agreement. This imlncmziLy and hold bucozemu aggrenoucot applies to all third party claims for damages, just coozpcmoa1ino` rcstiLutioo, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the oveoio referred to in this Section or by rounoo of the terms o[ or cffec|m, arising from this Agreement. 7. CONFIDENTIALITY If Consultant receives front the Authority information which due to the nature ofsuch information is reasonably understood Lohe confidential and/or proprietary, Consultant agrees that i1shall not use or disclose such inKznuaino except iuthe performance n[ this Agreement, and further agrees (o exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. '^Coufidundu|Information" shall include all nonpublic information. CouDJnnda\ iufozzoadoo includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential iobonnuhon disclosed to either party hyany subsidiary and/or agent nf the other party iu covered hy this Agreement, The foregoing uhUAationmo[ non-use and nondi sclos Lire shall not apply to any information that (a) has been disclosed in publicly available sources; (h) is, through no filu|1o[ibo Consultant disclosed inu publicly available source; (o) is iudubifu\ possession o[ the [uuau||un| vviibuut uo obligation of confidential ity; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to in[bnnation disclosed bythe Authority.