this regard, except when necessary to carry out the efficient and effective work of the
City.
8. TERMINATION
The City, or the Contractor, may terminate this Agreement, without cause, upon thirty (30)
days written notice to the other party. The City may terminate this Agreement, with cause,
upon seven (7) days written notice to Contractor. The Contractor will be paid a prorated
amount for all Services performed up to the termination date.
9. INDEMNIFICATION
Regardless of any coverage provided by any insurance, Contractor agrees to indemnify
and shall defend and hold harmless the City, its agents, officials, employees and
authorized representatives and their employees from and against any and all suits,
causes of action, legal or administrative proceedings, arbitrations, claims, demands,
damages, liabilities, interest, attorney's fees, costs and expenses of any kind or nature in
any manner caused, occasioned, or contributed to in whole or in part by reason of any
negligent act, omission, or fault or willful misconduct, whether active or passive, of
Contractor or of anyone acting under its direction or control or on its behalf in connection
with or incidental to the performance of this Agreement. Contractor's indemnity, defense
and hold harmless obligations, or portions thereof, shall not apply to liability caused by
the sole negligence or willful misconduct of the party indemnified or held harmless.
10. ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING
Contractor shall not assign, transfer, delegate, or subcontract any rights, obligations, or
duties under this Agreement without the prior written consent of the City.
11. MODIFICATION AND ENTIRE AGREEMENT
This Agreement constitutes the entire contract between the City and Contractor. The
Parties shall not be bound by or be liable for any statement, representation, promise,
inducement, or understanding of any kind or nature not set forth in this Agreement. No
changes, amendments, or modifications of any terms or conditions of the Agreement shall
be valid unless reduced to writing and signed by both parties.
12. CHOICE OF LAW AND VENUE
This Agreement shall be governed exclusively by the laws of the State of New Hampshire
and any claim or action brought relating to this Agreement, the work performed or
contracted to be performed thereunder, or referable in anyway thereto shall be brought in
Hillsborough County (New Hampshire) Superior Court Southern Judicial District or in the
New Hampshire 9th Circuit Court-Nashua and not elsewhere.
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