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� reasonably cooperate with the Consultant (at Consultant's expense) to facilitate <br />the defense of any such claim. <br />7. Limitation. IN NO EVENT SHALL COMPANY OR CONSULTANT BE LIABLE, <br />ONE TO THE OTHER, FOR INDIRECT, SPECIAL, INCIDENTAL, OR <br />CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH <br />THE FURNISHING, PERFORMANCE OR USE OF ANY PRODUCTS OR <br />SERVICES PROVIDED PURSUANT TO THIS AGREEMENT. <br />8. Limited Warranties. Consultant warrants and represents that it has full authority <br />to enter into this Agreement and to consummate the transactions contemplated <br />hereby and that this Agreement is not in conflict with any other agreement to <br />which Consultant is a party or by which it may be bound. <br />Consultant warrants and represents that Consultant has the proper skill, training <br />and background so as to be able to perform in a competent and professional <br />manner and that all work will be performed in accordance with professional <br />standards in the industry and/or field. <br />9. Headinas. Section headings used in this Agreement are for convenience only, <br />have no legal significance, and in no way change the construction or meaning of <br />the terms hereof. <br />10. Insurance. Upon request by Company, Consultant shall provide to Company, <br />`- copies of certificates of insurance evidencing the workers compensation, general <br />liability and automobile insurance coverage that Consultant has in effect and <br />Consultant shall maintain such insurance in effect through the duration of the <br />Agreement. <br />� <br />11. Amendment and Waiver. No provision of this Agreement may be modified, <br />waived, terminated or amended except by a written instrument executed by the <br />parties. No waiver of a material breach of any provision of this Agreement shall <br />constitute a waiver of any subsequent breach of the same or other provisions <br />hereof. <br />12. Relationshiq. The Consultant shall be and act as an independent contractor <br />hereunder, and neither Consultant nor any employee, agent, associate, <br />representative or subcontractor shall be deemed to be employees of the <br />Company for any purpose whatsoever. <br />13. Force Maieure. Neither party will be liable for any failure or delay in perFormance <br />due to any cause beyond its reasonable control, including, but not limited to acts <br />of nature, strikes, fire, flood, explosion, riots, or wars, provided that personnel <br />changes, including unanticipated employee departures, shall not be considered <br />to be an event or condition of force majeure. <br />3 <br />