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5. Confidentiality; Disclosure of Information. __. Client Information. All information,files, records, memoranda and other data of the Client which the Client provides to the Consultant or which the Consultant becomes aware of in the performance of its duties hereunder ("Client Information") shall be deemed by the parties to be the property of the Client. The Consultant may disclose the Client Information to third parties in connection with the performance by it of its duties hereunder. Consultant Information. The Client acknowledges that in connection with the performance by the Consultant of its duties hereunder, the Client may become aware of internal files, records, memoranda and other data, including without limitation computer programs of the Consultant ("Consultant Information"). The Client acknowledges that all Consultant Information, except reports prepared by the Consultant for the Client, is confidential and proprietary to the Consultant, and agrees that the Client will not, directly or indirectly; disclose the same or any part thereof to any person or entity except upon the express written consent of the Consultant. 6. Miscellaneous. Delegation of Duties. The Consultant shall not delegate its duties hereunder to any third party without the express written consent of the Client. No Third Party Beneficiary. No third party shall have any rights or remedies under this Agreement. Entire Contract; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior written or oral negotiations, understandings or agreements with respect hereto. This Agreement may be amended in whole or in part by mutual consent of the parties, and this Agreement shall not preclude the Client and the Consultant from entering into separate agreements for other projects. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. Severability. To the extent any provision of this Agreement shall be determined invalid or unenforceable, the invalid or unenforceable portion shall be deleted from this Agreement, and the validity and enforceability of the remainder shall be unaffected. Notice. All notices required hereunder shall be in writing and shall be deemed to have been given when delivered, transmitted by first class, registered or certified mail, postage prepaid and addressed as follows: If to the Client: If to the Consultant,to: City of Pequot Lakes Springsted Incorporated 380 Jackson St Sandy Peine, City Clerk Suite 300 4638 County Road 11 St. Paul, MN 55101 Pequot Lakes, MN 56472 Attention: Managing Principal