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(b) CWU, by giving written notice, may terminate this Agreement at any time without cause and· without further obligation to Contractor except for payment due for goods provided or services rendered prior to the effective date of termination. (c) The Agreement may be terminated by either party for a material breach by the other party of that party's obligation(s) hereunder. [11 the event of breach, the aggrieved party must provide written notice to the breaching party and allow fifteen (15) days to cure. [fthe breach cannot be cured within that time or such longer time as deemed reasonable by the aggrieved party, the Agreement may be terminated immediately by written notice uflhe aggrieveu party . Termination for breach shall nut be ueernetl Lu limit any of the terminating party's contractual remedies as against the breaching party , (d) Termination of this Agreement by any means provided herein shall not excuse any party's performance of its obligations hereunder through the effective date oftennination, except that CWU shall not be obligated to pay for goods that have not been delivered or services that have not been perfonned. 3.3 Disputes. Any dispute between the parties arising under or relating to this Agreement shall be resolved informally if possible, but if the parties cannot so resolve their differences, then arbitration shall provide the sole and exclusive remedy for resolving the contract dispute. The parties shall jointly select om: arbitrator acceptable to both parties. If the parties cannot agree on an arbitrator, the Yakima Dispute Resolution Center shall be requested to choose an arbitrator. The fees and expenses of the arbitrator shall be shared equally by both parties to this Agreement, and each party shall bear its own costs and attorney fees. Arbitration shall be conducted accunJi11!!, tu tin: commercial arbilraliun pro1.:t:tlures of lite American Arbilrntiun Association. The arbitrator's ·, decision or award shall be final and binding on both parties . IV. GENERAL TERMS AND CONDITIONS 4.1 Assignment. This Agreement shall extend to and be binding upon and inure to the benefit of the successors and assignees of the respective parties. However, this Agreement may not be assigned or subcontracted by either party without the other party's express written consent. 4.2 Independent Capacity. This Agreement is intended to create an independent contractor relationship. Each party to the Agreement shall act in an independent capacity and not as an agent or representative of the other party. The employees or agents of each party who are engaged in the perfonnnnce of this Agreement shall continue to be the employees or agents of that party and shall not be considered for any purpose to be the employees or agents ofthe other party. 4.3 Indemnification. Each party to this Agreement shall be responsible for its own acts or omissions and for those of its directors or trustees, officers, employees, agents, and volunteers. Neither party shall be responsible to the other party for the acts or omissions of persons or entities not a party to this Agreement. 4.4 Insurance. CWU may require Contractor, prior to the commencement of services, to provide CWU with proof of insurance acceptable to CWU and naming CWU as additional insured. Such proof of insurance, if required, shall be attached to and made part of this Agreement, and Contractor warrants that such insurance shall remain in effect during the tenn of this Agreement. 4.5 Non-Discrimination. The parties to this Agreement each agree to comply with applicable federal and state laws prohibiting discrimination in education, employment, or public accommodations based on age, sex, marital status, sexual orientation, race, creed, color, national origin, genetic infonnation, honorably discharged veteran or military status, or the presence of any sensory, mental, or physical disability or the use ofa trained dog or service animal by a person with a disability. 4.6 Records and Audits. The parties recognize that business n:cords created, maintained, or used in the perfonnance of this Agreement may constitute public records subject to the public disclosure and retention requirements under applicable state law. Each party will retain its business records relating to this Agreement for the applicable retention period(s) and will make such records available upon request for inspectiot1 and audit by the other party or by authorized representatives of the Washington State Auditor. CWU Standard Agreement Page 2 Approved as to Form/ Assistant Attorney General I 09.29.IS