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damages, claims and demands of any kind whatsoever in connection with,
<br />arising out of Consultant's negligence or any material violation of the contract
<br />or of any law, ordinance or regulation by the Consultant, his agents,
<br />employees, servants, subcontractors, business invitees; or by reason of any
<br />injury or damage caused by Consultant's negligence occurring to any person
<br />or persons whomever (including the Consultant, his agents, employees,
<br />servants, subcontractors or business invitees) or to property of any kind
<br />whatsoever and to whomever belonging (including the Consultant, his agents,
<br />employees, servants, subcontractor or business invitees).
<br />7b. Indemnification. The Client hereby covenants and agrees to indemnify,
<br />defend, save, and hold the Consultant harmless from any and all liability, loss,
<br />costs, charges, obligations, expenses, attorneys' fees, litigation, judgments,
<br />damages, claims and demands of any kind whatsoever in connection with,
<br />arising out of Client's negligence or any material violation of the contract or of
<br />any law, ordinance or regulation by the Client, its agents, employees,
<br />servants, subcontractors, business invitees; or by reason of any injury or
<br />damage caused by the Client's negligence occurring to any person or
<br />persons whomever (including the Client, its agents, employees, servants,
<br />subcontractors or business invitees) or to property of any kind whatsoever
<br />and to whomever belonging (including the Client, its agents, employees,
<br />servants, subcontractor or business invitees). Nothing in this agreement shall
<br />constitute a waiver by the Client of any immunities or limits on liability
<br />available to it under law.
<br />8. Intellectual Property. On all materials created by the Consultant prior to this
<br />Agreement and used by the Client during the course of the project, the
<br />Consultant retains all rights of authorship and ownership of copyright.
<br />Nothing in this agreement shall limit the Client's rights to utilize the questions
<br />created for, or data generated by, this project.
<br />9. This agreement may be terminated by either party upon five (5) days' written
<br />notice. In the event of termination by the Client, the Client shall be liable to
<br />pay to Consultant fees for services and expenses incurred to date of
<br />termination. If the Consultant terminates this agreement before completion of
<br />the project, the Consultant shall not be entitled to any further payments from
<br />the Client and shall provide the Client all materials developed for the project
<br />to the point of termination. If not terminated earlier as provided herein, this
<br />agreement shall terminate upon the completion of the project and final
<br />payment by the Client.
<br />10. This agreement contains the entire agreement between the parties and shall
<br />be binding upon, and shall inure to the benefit of, the parties hereto, their
<br />successors and assigns. No amendments to this agreement are valid unless
<br />reduced to writing and signed by both parties.
<br />11. The Consultant shall not assign this agreement or any portion of the services
<br />to be provided hereunder to another except upon the Client's written consent.
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