18,
19.
20.
21.
22.
23.
24.
25.
Article Vill
Assignment
Neither party shall assign, transfer or otherwise dispose of this AGREEMENT or any of its rights
hereunder or otherwise delegate any of its duties hereunder without the prior written consent
of the other party. Any such attempted assignment or other disposition without such consent
shall be nul) and void and of no force and effect.
Article IX
ificati
The Vendor agrees to indemnify and save MAPC, GBPC, and the Buyers harmless from any and
all manner of suits, claims, or demands arising out of any errors, omissions or negligence by
the Vendor (including all its employees or agents} in performing under this AGREEMENT, or any
breach of the terms of this AGREEMENT, which constitute an obligation of the Vendor. The
Vendor shall reimburse MAPC, GBPC, and the Buyers for any and all costs, damages, and
expenses including reasonable attorney's fees which MAPC, GBPC, and the Buyers pays, or
becomes obligated to pay, by reason of such activities or breach. The provisions of this Section
shall be in addition to and shall not be construed as a limitation on any other legal rights of
MAPC, GBPC, and the Buyers expressed or not expressed in the RFP and with respect to this
AGREEMENT.
Article X
insurance
Before performing under this AGREEMENT, the Vendor shail obtain, and shall maintain
throughout the term of this AGREEMENT, insurance at limits specified in the RFP and provide
written documentatian of such In the form specified in the RFP.
The Vendor shail give MAPC 20 days (twenty) written notice and copies of documentation in the
event of any change or cancellation of coverage.
Article Xl
Termination of A
Either MAPC or the Vendor may terminate this AGREEMENT for cause upon written notice given
by the non-defaulting party. For the purposes of this provision, "cause" shalt Include the failure
of a party to fulfill its material duties hereunder in a timely and satisfactory manner.
MAPC shall have the right to terminate this AGREEMENT for its convenience upon fourteen (1.4)
calendar days of written notice.
Following termination of this AGREEMENT, the parties shail be relieved of all further obligations
hereunder except that:
MAPC shall not be liable for payments for the services and/or expenses or lost profits of the
Vendor in the event of termination.
