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REV 1121.17 <br /> ARTICLE 6 <br /> PROJECT TERMINATION OR SUSPENSION <br /> This Agreement may be terminated by either party upon seven days written notice should the other <br /> party fad substantially to perform in accordance with its terms through no fault of the terminating party and <br /> such failure is not fully cured in the seven day notice period. This Agreement may be terminated by the <br /> Owner for any reason upon 15 days written notice to Professional Firm. <br /> In the event of termination through no fault of the Professional Finn, Professional Film shall be <br /> equitably compensated for all Professional Firm Services performed and Reimbursable Expenses incurred <br /> prior to termination in accordance with this Agreement. <br /> ARTICLE 7 <br /> MISCELLANEOUS PROVISIONS <br /> Entire Agreement. This Agreement supersedes all prior agreements, written or oral, between <br /> Professional Firm and Owner and constitutes the entire and integrated Agreement and understanding between <br /> the parties with respect to the subject matter of the Agreement This Agreement may only be amended by a <br /> written instrument signed by both parties. <br /> Assignment. This Agreement is a personal service contract for the services of Professional Firm,and <br /> Professional Firm's interest in this Agreement, duties hereunder and/or fees due hereunder may not be <br /> assigned or delegated to a third party. <br /> Applicable Law. The Agreement will be governed by and construed under the laws of the State of <br /> Texas.Any controversy,claim or dispute arising out of or relating to this Agreement will be brought in a state <br /> court of competent jurisdiction in Hays County or,if in federal court,in the Federal Western District of Texas, <br /> Austin Division for trial. <br /> Waiver. A delay or omission by either party in exercising any right or power under the Agreement <br /> shall not be construed as a waiver of that right or power. A waiver by either party of any term or condition <br /> of the Agreement shall not be construed as a waiver of any subsequent breach of that term or condition or of <br /> any other term or condition of the Agreement. <br /> Severability. If any provision of this Agreement is determined to be invalid or unenforceable in any <br /> respect, that determination shall not affect any other provision of this Agreement which shall be interpreted <br /> as if the invalid or unenforceable provision had not been included. <br /> Independent Contractor. Professional Firm recognizes that Professional Firm is engaged as an <br /> independent contractor and acknowledges that Owner shall have no responsibility to provide Professional <br /> Firm or its employees with any benefits normally associated with employee status. Professional Firm will <br /> neither hold itself out as nor claim to be an officer,partner,employee or agent of Owner. <br /> Family Code Child Support Certification. If State funds are being used in in the procurement of the <br /> services described in Exhibit A, pursuant to Section 231.006, Texas Family Code, Professional Firm <br /> certifies that it is not ineligible to receive the award of or payments under this Agreement and <br /> Page 4 of26 <br />