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E. Termination <br />1. The City may terminate this Agreement at any time for any reason. If the <br />Agreement is terminated by the City after the submission of the artwork in digital <br />format to the City, Artists shall be entitled to the compensation detailed in section <br />C, minus any offset representing the City's damages should termination result <br />from Artist's breach of contract. Artist hereby expressly waives any and all <br />claims for damages or compensation arising under this Agreement except as set <br />forth herein. <br />F. General Terms <br />1. Artist and any of the Artist's agents, employees or representatives are, for all <br />purposes under this agreement, independent contractors and shall not be <br />deemed to be employees of the City, and none of them shall be entitled to any <br />benefits to which City employees are entitled, including, but not limited to, <br />overtime, retirement benefits, work's compensation benefits, injury leave or other <br />leave benefits. <br />2. Neither party shall assign any rights or obligations under this Agreement. <br />3. Each party covenants that it presently has no interests and shall not have <br />interests, direct or indirect, which would conflict in any manner with performance <br />of services specified under this Agreement. <br />4. Each party warrants that they have executed this Agreement knowingly, freely <br />and voluntarily and with full knowledge of its legal consequences. All parties <br />involved warrant and represent that, prior to executing this Agreement, each <br />party has had the opportunity to review and consider this matter with legal <br />counsel, and that the terms of this Agreement, and its consequences, are fully <br />understood by each party. <br />5. This Agreement represents the entire agreement and understanding between the <br />parties, and supersedes any and all prior agreements and understandings <br />between the parties, whether oral or written. <br />6. Each undersigned represents and warrants that its signature herein below has <br />the power, authority and right to bind their respective parties to each of the terms <br />of this Agreement, and shall indemnify City fully, including reasonable costs and <br />attorney's fees, for any injuries or damages to City in the event that such <br />authority or power is not, in fact, held by the signatory or is withdrawn. <br />91 <br />