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010720-AXN <br /> <br />7 <br />Rev. 4/2019 <br /> <br />10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE <br /> <br />A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or <br />obligations under this Contract without the prior consent of the parties and a fully executed <br />assignment agreement. Such consent will not be unreasonably withheld. <br /> <br />B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective <br />until it has been fully executed by the parties. <br /> <br />C. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not <br />waive the provision or the right to enforce it. <br /> <br />D. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between <br />Sourcewell and Vendor. No other understanding regarding this Contract, whether written or <br />oral, may be used to bind either party. <br /> <br />E. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent <br />contractors, each free to exercise judgment and discretion with regard to the conduct of their <br />respective businesses. This Contract does not create a partnership, joint venture, master- <br />servant, principal-agent, or any other relationship. <br /> <br />11. LIABILITY <br /> <br />Vendor must indemnify, save, and hold Sourcewell and its Members, including their agents and <br />employees, harmless from any claims or causes of action, including attorneys’ fees, arising out <br />of the performance of this Contract by the Vendor or its agents or employees; this <br />indemnification includes injury or death to person(s) or property alleged to have been caused <br />by some defect in the Equipment, Products, or Services under this Contract to the extent the <br />Equipment, Product, or Service has been used according to its specifications. <br /> <br />12. AUDITS <br /> <br />Sourcewell reserves the right to review the books, records, documents, and accounting <br />procedures and practices of the Vendor relevant to this Contract for a minimum of six (6) years <br />from the end of this Contract. This clause extends to Members as it relates to business <br />conducted by that Member under this Contract. <br /> <br />13. GOVERNMENT DATA PRACTICES <br /> <br />Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, <br />Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell <br />under this Contract and as it applies to all data created, collected, received, stored, used, <br />maintained, or disseminated by the Vendor under this Contract. <br /> <br />DocuSign Envelope ID: 9D428523-5BE5-448A-9A84-474FCDA7B600