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Professional Services Master Agreement <br />Kittitas County <br />Agreement is an essential basis of this Agreement and that the prices agreed to be paid by <br />Client for Services reflect these limitations. No action arising out of this Agreement, regardless <br />of the form thereof, may be brought by either party more than one (1) year following the date <br />the cause of action arose, provided, however, that Tieton Group may bring an action for non- <br />payment of amounts required to be paid by Client hereunder at any time. <br />11. Indemnification / Hold Harmless <br />Tieton Group shall defend, indemnify and hold the Client, its officers, officials, employees and <br />volunteers harmless from any and all claims, injuries, damages, losses or suits including <br />attorney fees, arising out of or resulting from the acts, errors or omissions of the Tieton Group <br />in performance of this Agreement, except for injuries and damages caused by the sole <br />negligence of the Client. <br />Moreover, Tieton Group will defend and indemnify the Client from any claimed action, cause <br />or demand brought against the Client to the extent such action is based on the claim that <br />information supplied by Tieton Group infringes any patent or copyright. Tieton Group will pay <br />those costs and damages attributable to any such claims that are finally awarded against the <br />Client in any action. <br />12. Notices <br />All notices, demands and other communications required or permitted hereunder or in <br />connection herewith shall be in writing and shall be deemed to have been duly given if <br />delivered (including by receipt verified facsimile transmission) or mailed in the Continental <br />United States by first class mail, postage prepaid, to a party at the following address, or to <br />such other address as such party may hereafter specify by notice: <br />If to Tieton Group <br />Tieton Group LLC <br />603 Ferncrest Drive <br />Yakima, WA 98901 <br />Attn: Gene F Pugnetti <br />13. Miscellaneous <br />If to Client <br />Kittitas County <br />205 W 5th Avenue <br />Ellensburg, WA 98926 <br />Attn: Lisa Young <br />This Agreement will be governed by the laws of the State of Washington, without reference to <br />the principles of conflicts of law. Neither party may assign or otherwise transfer any of its <br />rights, duties or obligations under this Agreement without the prior written consent of the other <br />party. Either party, however, without any requirement for prior consent by the other, may <br />assign this Agreement and its rights hereunder to any party or entity who succeeds (by <br />purchase, merger, operation of law or otherwise) to all or substantially all of the capital stock, <br />assets or business of such party, if the succeeding party or entity agrees in writing to assume <br />and be bound by all of the obligations of such party under this Agreement. This Agreement <br />shall be binding upon and accrue to the benefit of the parties hereto and their respective <br />Page 7 of 12 <br />