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9.06 Assignments <br />Grantee may not assign all or any portion of its rights under, interests in, or duties required under <br />this Contract without prior written consent of the System Agency, which may be withheld or <br />granted at the sole discretion of the System Agency. Except where otherwise agreed in writing <br />by the System Agency, assignment will not release Grantee from its obligations under the <br />Contract. <br />Grantee understands and agrees the System Agency may in one or more transactions assign, <br />pledge, or transfer the Contract. This assignment will only be made to another State agency or a <br />non -state agency that is contracted to perform agency support. <br />9.07 Relationship of the Parties <br />Grantee is, and will be, an independent contractor and, subject only to the terms of this Contract, <br />will have the sole right to supervise, manage, operate, control, and direct performance of the <br />details incident to its duties under this Contract. Nothing contained in this Contract will be <br />deemed or construed to create a partnership or joint venture, to create relationships of an <br />employer-employee or principal -agent, or to otherwise create for the System Agency any <br />liability whatsoever with respect to the indebtedness, liabilities, and obligations of Grantee or <br />any other Party. <br />Grantee will be solely responsible for, and the System Agency will have no obligation with <br />respect to: <br />a- Payment of Grantee's employees for all Services performed; <br />b. Wnsuring each of its employees, agents, or Subcontractors who provide Services or <br />Deliverables under the Contract are properly licensed, certified, or have proper permits to <br />perform any activity related to the Work; <br />c. Withholding of income taxes, FICA, or any other taxes or fees; <br />d. Industrial or workers' compensation insurance coverage; <br />e. Participation in any group insurance plans available to employees of the State of Texas; <br />f, Participation or contributions by the State to the State Employees Retirement System; <br />g. Accumulation of vacation leave or sick leave; or <br />h. Unemployment compensation coverage provided by the State. <br />9.08 Technical Guidance Letters <br />In the sole discretion of the System Agency, and in conformance with federal and state law, the <br />System Agency may issue instructions, clarifications, or interpretations as may be required <br />during Work performance in the form of a Technical Guidance Letter. A TGL must be in <br />writing, and may delivered by regular mail, electronic mail, or facsimile transmission. Any <br />TGL issued by the System Agency will be incorporated into the Contract by reference herein for <br />all purposes when it is issued. <br />9.09 Governing Law and Venue <br />This Contract and the rights and obligations of the Parties hereto will be governed by, and <br />construed according to, the laws of the State of Texas, exclusive of conflicts of law provisions. <br />Venue of any suit brought under this Contract will be in a court of competent jurisdiction in <br />Travis County, Texas unless otherwise elected by the System Agency. Grantee irrevocably <br />waives any objection, including any objection to personal jurisdiction or the laying of venue or <br />System Agency Contract No. 2017-049738-001 <br />Page 16 of 19 <br />V. 11.30.15 <br />