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c. Indemnification & Insurance: CWFMR provides claims made type Professional Liability Insurance for all residents which covers professional activities within the scope of the approved educational program. 3. LIABILITY COVERAGE PROVISIONS Each Party to this Agreement will be responsible for the negligent acts or omissions of its own employees, officers, or agents in the performance of this Agreement. Neither Party will be considered the agent of the other and neither Party assumes any responsibility to the other Party for the consequences of any act or omission of any person, firm, or corporation not a party to this Agreement. For purposes of liability and indemnification, residents participating in the program are considered agents of CWFMR. 4. TERMINATION a. The Participating Site may terminate the Agreement in whole or in part whenever the Participating Site determines, in its sole discretion that such termination is in the best interests of the Participating Site. 5. ENTIRE AGREEMENT This Agreement and any amendment(s) attached hereto constitute the entire agreement between the Parties and supersede any and all prior oral or written agreements, commitments, or understandings concerning the matters provided for in this Agreement. No other understandings, oral or otherwise, regarding the subject matter of this agreement shall be deemed to exist or to bind any of the Parties hereto. 6. MODIFICATION The Parties may modify this Agreement only by a subsequent written agreement executed by the Parties. Any modification shall be effective only if written, signed, and dated by the authorized representatives of each Party and attached to this Agreement. 7. GOVERNANCE This contract is entered into pursuant to and under the authority granted by the laws of the state of Washington. The Parties' rights or obligations under this Agreement shall be construed in accordance with those laws. The provisions of this agreement shall be construed to conform to those laws. 8. SURVIVAL CWFMR and Participation Site expressly intend and agree that the liability coverage provisions of this Agreement will survive the termination of this Agreement for any reason . 9. SEVERABILITY If any provision of this Agreement or any provision of any document incorporated by reference, or any other agreement document or writing pursuant to or in connection with this Agreement, shall be held wholly or partially invalid or unenforceable under applicable law, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision, if such remainder conforms to the requirements of applicable law and the fundamental purpose of this agreement, and to this end the provisions of this Agreement are declared to be severable. Central Washington Family Medicine Residency Program Program Letter of Agreement Page 3 of 5