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or its agents or employees , in connection with , or arising directly or indirectly from , the <br /> performance by the FOUNDATION , or its agents or employees , of the obligations to be <br /> performed by the FOUNDATION , or its agents or employees under this Agreement . <br /> B . The COUNTY and the CLERK are state agencies or political subdivisions of <br /> the State of Florida as defined in Florida Statutes section 768 . 28 (2004) , and each agree <br /> to be fully responsible for acts and omissions of its respective agents or employees in <br /> connection with its respective performance under this Agreement to the extent permitted <br /> by law . Nothing herein is intended to serve as a waiver of sovereign immunity by the <br /> COUNTY or the CLERK . Nothing herein shall be construed as consent by the COUNTY or <br /> the CLERK to be sued by third parties regarding any matter arising out of this Agreement . <br /> C . The TRUSTEES are a state agency or political subdivision of the State of <br /> Florida as defined in Florida Statutes section 768 . 28 , and agree to be fully responsible for <br /> acts and omissions of its agents or employees in connection with its performance under <br /> this Agreement to the extent permitted by law . Nothing herein is intended to serve as a <br /> waiver of sovereign immunity by the TRUSTEES . Nothing herein shall be construed as <br /> consent by the TRUSTEES to be sued by third parties regarding any matter arising out of <br /> this Agreement . <br /> D . The provisions of this section 10 shall survive the expiration or earlier <br /> termination of this Agreement . <br /> 11 . LAW GOVERNING AND VENUE , This Agreement shall be governed by and <br /> construed in accordance with the laws of the State of Florida . Venue with respect to any <br /> litigation instituted in connection with this Agreement shall lie exclusively in Indian River <br /> County , Florida . <br /> 12 . INDEPENDENT CONTRACTOR , The COUNTY , the CLERK , the TRUSTEES , and <br /> the FOUNDATION are each deemed to be independent contractors . Neither the <br /> TRUSTEES nor the FOUNDATION is in any sense a legal or implied agent of the <br /> COUNTY or the CLERK , and neither has any authority whatsoever to bind the COUNTY or <br /> the CLERK , and no acts or assistance given by the COUNTY or the CLERK shall be <br /> construed to have altered this relationship . Likewise , neither the COUNTY nor the CLERK <br /> is in any sense a legal or implied agent of the TRUSTEES or the FOUNDATION , and has <br /> no authority whatsoever to bind the TRUSTEES or the FOUNDATION , and no acts or <br /> assistance given by the COUNTY or the CLERK shall be construed to have altered this <br /> relationship . This Agreement shall not create nor be deemed to create a partnership or <br /> joint venture among the parties . <br /> 13 . HEADINGS . The headings , section , and subsection numbers of this Agreement are <br /> inserted for convenience only , and shall have no effect upon the meaning of any of the <br /> provisions herein . <br /> 14 . SEVERABILITY . If any provision of this Agreement , or the application thereof to any <br /> person or circumstance , shall be found to be invalid or unenforceable by a court of <br /> 10 <br />