Regardless of any coverage provided by any insurance, GNMHC agrees to indemnify and shall
defend and hoid 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 GNMHC or of anyone acting under its direction or control or on its behalf in connection with or
incidental to the performance of this contract. GNMHC's indemnity, defense and hold harmiess
obligations, or portions thereof, shall not apply to liability caused by the sole negligence or willful
misconduct of the party indemnified or held harmless.
O. Confidentiality
The subcontractor acknowledges that, while performing services under this Agreement, they
will have access to information which is confidential, and the subcontractor wilt keep this information
confidential and will not disclose it to any other person. This obligation of confidentiality is continuous
in nature and does not expire.
P. Independent Contractor
The subconiractor is associated with the City only for the purposes and to the extent
specified in this Agreement, and in respect to performance of the contracted services pursuant to this
Agreement, Consultant is and shall be an independent contractor and, subject only to the terms of
this Agreement, shall have the sole right to supervise, manage, operate, control and direct
performance of the details incident to its duties under this Agreement. Nothing contained in this
Agreement shall be deemed or construed to create a partnership or joint venture, to create
relationships of an employer-employee or principal-agent, or to otherwise create any liability for the
City whatsoever with respect to the indebtedness, liabilities, and obligations of Consultant or any
other party.
Q@. Choice of Law and Venue
The laws of the State of New Hampshire shall govern this Agreement exclusively and any
litlgation retated to this Agreement shall be brought to a court located in the State of New Hampshire.
viekes LRlwe nf3/a
Donnalee Lozeau, May Date
City of Nashua, NH
WA an lWAwSoW} Zz
Dr. Hisham Hafez Date
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Executive Director and onde Medical Officer
Greater Nashua Mental Health Center
