SPWRAP Agreement For Professional Services 1-21-2010

Home Browse Search

of such dispute and payments to the subcontractor shall become the responsibility of SPWRAP. 6. Independent Contractor Status. It is the express intention of the Parties that LOWER and its employees are independent contractors with regard to SPWRAP, and are not employees of SPWRAP. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between SPWRAP and LOWER or any of its employees, subcontractors or agents, nor a relationship of partners or joint venturers. Neither Party shall have express or implied authority to act on behalf of, or make any representations whatsoever on behalf of the other Party, except as specifically authorized by this Agreement. 7. Confidentiality. LOWER agrees that it will not disclose financial or membership information regarding SPWRAP except in accordance with direction from SPWRAP unless otherwise required by a lawful court order. In the event LOWER is given access to confidential information of SPWRAP, LOWER shall use at least the same degree of care in safeguarding any such confidential information pertaining to and provided by SPWRAP as it uses in safeguarding its own confidential information, but in no event less than reasonable care. 8. Indemnification. LOWER agrees to indemnify and hold SPWRAP harmless from any claims, demands, judgments or damages incurred by SPWRAP as a result of actions taken by LOWER, its employees, agents or subcontractors to the extent allowed by law. Nothing herein shall be deemed to mean that LOWER has waived any right to assert its governmental immunity. SPWRAP agrees to indemnify and hold LOWER harmless from any claims, demands, judgments or damages incurred by LOWER as a result of actions taken by SPWRAP, or its agents. 9. Insurance. LOWER's General Liability Insurance Policy will name SPWRAP as an additional insured with regard to liability arising from the activities of LOWER on behalf of SPWRAP pursuant to this Agreement. During the period this Agreement is in effect, LOWER will maintain general liability insurance in an amount not less than $ 1,000,000. Any increase in premium payments by LOWER for general liability insurance realized by additional responsibilities undertaken by LOWER due to the execution of this Agreement, shall be reimbursed to LOWER by SPWRAP. 10. Notices. Apart from communications between the Parties' Contact Persons pursuant to paragraph 2, all notices, requests, demands and other communications given, or required to be given under this Agreement, shall be in writing and duly addressed to the Parties as follows: Prof Svc Agr SPWRAP -LOWER — 1 -19 -1 d