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6.06 IMPROPER INFLUENCE. Each party agrees, warrants and represents that it did <br />not and will not employ, retain or contract with any person or entity on a contingent <br />compensation basis for the purpose of seeking, obtaining, maintaining or <br />extending this Agreement. Each party agrees, warrants and represents that no <br />gratuity whatsoever has been or will be offered or conferred with a view towards <br />obtaining, maintaining or extending this Agreement. <br />6.07 CONFLICT OF INTEREST. The elected and appointed officials and employees <br />of the parties shall not have any personal interest, direct or indirect, which gives <br />rise to a conflict of interest. <br />ARTICLE VII <br />INDEMNIFICATION <br />7.01 INDEMNIFICATION. Each party agrees to be responsible and assume liability for <br />its own wrongful and/or negligent acts or omissions or those of their officials, <br />officers, agents, or employees to the fullest extent required by law, and further <br />agrees to save, indemnify, defend, and hold the other party harmless from any <br />such liability. It is further provided that no liability shall attach to the parties by <br />reason of entering into this contract except as expressly provided herein. <br />ARTICLE VIII <br />DISPUTES <br />8.01 TIME. Time is of the essence of this Agreement <br />8.02 GOVERNING LAW AND VENUE. This Agreement shall be governed <br />exclusively by the laws of the State of Washington. The Kittitas County Superior <br />Court shall be the sole proper venue for any and all suits brought to enforce or <br />interpret the provisions of this Agreement. <br />8.03 ATTORNEY'S FEES. If any legal action or other proceeding is brought for the <br />enforcement of this Agreement, or because of an alleged dispute, breach, <br />default, or misrepresentation in connection with any of the provisions of this <br />Agreement, each party shall pay its own attorney's fees incurred in that action, <br />arbitration or proceeding. <br />8.04 INCORPORATION BY REFERENCE. The following items are hereby <br />incorporated by reference into this Agreement: <br />A. US Dept. of Health and Human Services: "Guidelines for Vaccine Storage <br />and Handling" <br />