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PROFESSIONAL SERVICES AGREEMENT <br />This Agreement dated as of January 1, 2010, is made by and between Kittitas <br />County (hereinafter "the County") and Conmed, Inc. (hereinafter "Contractor"). The County <br />and Contractor agree as follows: <br />General Conditions; Exhibit A (Scope of Work); Exhibit B (Compensation); <br />Exhibit C (Proof of Insurance). <br />copies of which are attached hereto and incorporated herein by this reference as fully as if <br />set forth herein. <br />The term of this Agreement shall commence on the January 1, 2010, and continue <br />until December 31, 2015 . Any party may terminate this Agreement by giving thirty (30) <br />days notice in writing either personally delivered or mailed postage-prepaid by certified <br />mail, return receipt requested, to the party's last known address for the purposes of giving <br />notice under this paragraph. <br />Contractor acknowledges and by signing this Agreement agrees that the <br />Indemnification provisions set forth in Paragraphs 7 (Independent Contractor), 9 (Taxes), <br />15 (Defense and Indemnity Agreement), 21 (Patent/Copyright Infringement) and 24 <br />(Confidentiality), are totally and fully part of this Agreement and have been mutually <br />negotiated by the parties. <br />Professional Services Agreement <br />Page 1