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7) INDEMNIFICATION.
<br /> a) The Contractor hereby agrees, to the fullest extent permitted by law, to indemnify and hold the Agency and the
<br /> Florida Division of Emergency Management (including its affiliates, subsidiaries, owners, officers, principals, directors,
<br /> partners, managers, employees, Contractors, agents, associates and representatives) harmless from any claim, loss,
<br /> damage, liability or cost (including reasonable attorney's fees and court costs) to the extent caused by the Contractors
<br /> negligent acts, errors or omissions in the performance of Services, and house of the Contractor's Contractors, if any,who
<br /> are providing support to the Contractor under this Agreement.
<br /> b) The Agency agrees, to the fullest extent permitted by law, to indemnify and hold the Agency and the Florida Division
<br /> of Emergency Management (including its affiliates, subsidiaries, owners, officers, principals, directors, partners,
<br /> managers, employees, Contractors, agents, associates and representatives) harmless from any claim, loss, damage,
<br /> liability or cost (including reasonable attorney's fees and court costs) to the extent caused by the Contractors negligent
<br /> acts, errors or omissions arising from any project that is the subject of these Services.
<br /> 8) TERMINATION.
<br /> a) This Agreement may be terminated at any time by either Party for its convenience, by providing the other Party with a
<br /> thirty(60)day written notice of the same.
<br /> b) This Agreement may be terminated for default in the event that either Party is in breach of any provision of this
<br /> Agreement, whether or not such provision states herein, for the purpose of emphasis, that an action will specifically
<br /> result in a breach. The Party not in breach will provide a written notice to the Party in breach, of a pending
<br /> termination for default, and the Party in breach will be provided seven (7) calendar days to cure the breach. The
<br /> Party not in breach will be permitted to terminate this Agreement for the default of the Party in breach at any time
<br /> after the failure by the Party in breach to cure the breach within the aforementioned cure period.
<br /> 9) MODIFICATION. Unless otherwise stated herein, no modification of this Agreement shall be binding upon the Parties
<br /> hereto, unless such is in writing, numbered, dated and duly signed by Agency in its sole discretion.
<br /> 10) ASSIGNMENT. The Contractor shall have no right to assign all or any part of its rights or obligations under this
<br /> Agreement without the prior written consent of the Agency,which may be withheld by the Agency in its sole discretion.
<br /> 11) WAIVERS. The failure of any Party hereto to enforce at any time any provision of this Agreement shall not be construed
<br /> to be a waiver of that provision, nor shall it affect the validity of this Agreement, or any part hereof, the right of such Party
<br /> thereafter to subsequently enforce each and every provision. No waiver of any breach of this Agreement shall be held to
<br /> constitute a waiver of any other or subsequent breach.
<br /> 12) ENTIRETY. Unless otherwise noted herein,this Agreement,with its Attachments, if any, constitutes the entire Agreement
<br /> of the Parties hereto with respect to the subject matter of this Agreement, and all previous communications between the
<br /> parties, whether written or oral with reference to the subject matter of this Agreement, are hereby cancelled and
<br /> superseded.
<br /> 13) SEVERABILITY. The provisions of this Agreement are cumulative and supplementary to each Party's rights under the
<br /> governing laws of this Agreement. However, if any ruling of any court with the jurisdiction of this Agreement, that any one
<br /> or more of the provision contained in this Agreements shall for any reason be held invalid, illegal or unenforceable in any
<br /> respect, such as invalidity, illegality or unenforceability shall nor affect any other provision hereof, and this Agreement
<br /> shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein unless the
<br /> deletion of the provision or provisions would result in such a material change as to cause completion of the transactions
<br /> contemplated herein to be unreasonable.
<br /> 14) GOVERNING LAWS AND VENUE. Applicable federal laws and the laws of the State of Florida shall be the governing
<br /> laws under which this Agreement shall be interpreted, and in the County of Indian River, Florida, shall be the venue for
<br /> any proceedings related to this Agreement.
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