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( 13 ) Assignment and Subcontracting . Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Client and the Consultant, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Client and the Consultant and not for the benefit of any other party. The Client shall not assign, sublet or transfer any rights under or interest in this Agreement, or any claim arising out of the performance of services by Consultant, without the written consent of the Consultant. The Consultant reserves the right to augment its staff with subconsultants as it deems appropriate due to project logistics, schedules , or market conditions . If the Consultant exercises this right, the Consultant will maintain the agreed-upon billing rates for services identified in the contract, regardless of whether the services are proved by in-house employees , contract employees, or independent subconsultants . ( 14) Confidentiality. The Client consents to the Consultant ' s use and dissemination of photographs of the Project and to its use of facts, data and information obtained by the Consultant in the performance of its services . If, however, any facts, data or information are specifically identified in writing by the Client as confidential, the Consultant shall use reasonable care to maintain the confidentiality of that material . ( 15 ) Miscellaneous Provisions . This Agreement is to be governed by the law of the State of Florida. This Agreement contains the entire and fully integrated agreement between the parties, and supersedes all prior and contemporaneous negotiations , representations, agreements or understandings, whether written or oral. Except as provided in Section 1 , this Agreement can be supplemented or amended only by a written document executed by both parties . Provided, however, that any conflicting or additional terms on any purchase order issued by the Client shall be void and are hereby expressly rejected by the Consultant. Any provision in this Agreement that is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions or affecting the enforceability of the provision in any other jurisdiction. The non-enforcement of any provision by either party shall not constitute a waiver of that provision or affect the enforceability of that provision or the remainder of this Agreement. CLIENT : INDIAN RIVER COUNTY KIMLEY-HORN AND ASSOCIATES , INC . BY : BY : 7 Thomas S . Lowther ITS : Chair an ITS : ATTEST . — ATTEST : BCC Approved : November 15 , 2005 (IF CORPORATION, AFFIX CORPORATE SEAL) APPROVED AS TO FORM AND L AL SUFFIC N Y rev 7/05 6 BY WILLIAM K . DEBRAAL ASSISTANT COUNTY ATTORNEY