thereof, shall not apply to liability caused by the negligence or willful misconduct of the party
indemnified or held harmless.
4. GOVERNING LAW AND VENUE
This Agreement shall be interpreted and enforced in accordance with the laws of the State of
New Hampshire, excluding any choice of law or conflicts of law rules that would result in the
application of the laws of a different jurisdiction, and any claim or action brought relating to this
Agreement, the work or services performed or contracted to be performed thereunder, or
referable in any way thereto shall be brought in Hillsborough County (New Hampshire) Superior
Court Sothem Judicial District or in the New Hampshire 9" Circuit Court- Nashua and not
elsewhere..
5. SEVERABILITY
If any provision of this Agreement is determined to be void, unlawful, or otherwise
unenforceable, that provision shall be severed from the remainder of this Agreement, and
replaced automatically by a provision containing terms as nearly like the void, unlawful, or
unenforceable provision as possible, or otherwise modified in such fashion as to preserve, to the
maximum extent possible, the original intent of the Parties, and this Agreement, as so modified,
shall continue to be in full force and effect.
6. AMENDMENT
No modification, amendment, or other change to this Agreement shall be effective unless agreed
to in a writing signed by each of the Parties.
Any proposed modification to the Scope of Work, including schedule, shall be submitted in
writing to the CITY with an explanation for the need to amend the Agreement and proposed
adjustment.
7. NO WAIVER
Failure or forbearance by any Party to exercise any of its nghts or remedies under this
Agreement shall not constitute a waiver of such rights or remedies in that or any other instance.
No Party shall be deemed to have waived any right or remedy resulting from such failure to
perform unless it has made such waiver specifically in writing.
8. TERMINATION
This Agreement can be terminated, in its sole discretion, by the CITY at any time, and
CONTRACTOR will be paid for all work performed up to the termination date. The CITY shall
have the benefit of all work performed to the date of termination, and is entitled to all work,
reports, drafts, notes, recommendations, etc. performed or prepared by CONTRACTOR up to the
