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9 . Termination . This Agreement may be terminated by either the Employer or the Service Agent by giving prior written notice of ninety (90) days . In the event of such termination , compensation paid or payable to Service Agent under paragraph 5 shall be prorated as appropriate . Notwithstanding anything in this paragraph 8 to the contrary, the insolvency or filing for relief from creditors of any party pursuant to the United States Bankruptcy Code or the material breach of a material provision of this Agreement by any party shall permit the other party to cancel this Agreement immediately upon written notice . 10 . Covenants of the Service Agent and the Employer . Each of the Service Agent and the Employer agrees to use its normal and ordinary professional care and diligence in the performance of its duties under this Agreement and will use its best efforts to comply at all times with the Law and the Rules . ll . Indemnification . Each party agrees to indemnify and hold harmless the other and its directors , officers , employees , stockholders , and agents against any and all claims , lawsuits , settlements , judgments , costs , penalties , and expenses , including, without limitation , attorneys ' and legal assistants ' fees before and at trial , on appeal , or otherwise, resulting from the breach of, or negligence or misconduct in performing, any provision of this Agreement, by such party or by its directors , officers , employees , stockholders or agents , whether acting alone or in collusion with others to the extent allowed by law . 12 . Miscellaneous . a . Each party represents and warrants that it has full power and authority to enter into this Agreement. b . All notices , requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered ; when transmitted if transmitted by telecopy, electronic telephone line facsimile transmission , or other similar electronic or digital transmission method; the day after it is sent, if sent by recognized expedited delivery service ; and five (5 ) days after it is sent, if mailed , certified or registered mail , return receipt requested , postage prepaid . In each case , notice shall be sent to : If to the Employer : Indian River County Board of County Commissioners 1840 25 ` ' Street Vero Beach, FL 32960 If to the Service Agent : Johns Eastern Company, Inc . Post Office Box 4175 Sarasota, FL 34230 or to such other address as either party may have specified in writing to the other using the procedures specified above in this paragraph . C . (i) This Agreement shall be construed pursuant to and governed by the substantive laws of the State of Florida (and any provision of Florida law shall not apply if the law of a state or jurisdiction other than Florida would otherwise apply) .