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will be deemed to be conclusively waived unless asserted by a proper proceeding at law <br />or in equity within four (4) years after the occurrence of such default. No waiver or waivers <br />of any breach or default (or any breaches or defaults) by any Party hereto or of the <br />performance by any other Party of any duty or obligation hereunder will be deemed a <br />waiver thereof in the future, nor will any such waiver or waivers be deemed or construed <br />to be a waiver of subsequent breaches or defaults of any kind, character or description, <br />under any circumstances. Termination of this Funding Contract for breach shall not <br />constitute a waiver of any rights or remedies available at law or in equity to a Party to <br />redress such breach. All remedies, either underthis Funding Contract or at law or in equity <br />or otherwise available to a Party, are cumulative and not alternative and may be exercised <br />or pursued separately or collectively in any order, sequence or combination. In addition, <br />to these provisions, applicable provisions of this Funding Contract shall survive any <br />termination of this Funding Contract. <br />J. Exhibits. The Exhibits, schedules and/or other documents attached hereto or referred to <br />herein, are incorporated herein and made a part of this Funding Contract for all purposes. <br />As used herein, the expression "Funding Contract" means the body of this Contract and <br />such attachments, Exhibits, schedules and/or other documents, and the expressions <br />"herein," "hereof," and "hereunder" and other words of similar import refer to this <br />Funding Contract and such attachments, exhibits, schedules and/or other documents as <br />a whole and not to any particular part or subdivision thereof. <br />K. Attorneys' Fees; Costs. If any legal action, arbitration or other proceeding is brought for <br />the enforcement of this Funding Contract or because of an alleged breach or default <br />relating to this Funding Contract, the successful or prevailing party shall be entitled to <br />recover reasonable costs incurred, including but not limited to attorneys' fees, in such <br />action or proceeding in addition to any other relief to which it or they may be entitled. <br />L. No Third Party Beneficiary; No Partnership, This Funding Contract is not intended to <br />confer any rights, privileges or causes of action upon any third party other than the Parties <br />to this Funding Contract. The Parties understand and agree that this Funding Contract <br />does not create a fiduciary relationship between them, they are separate entities, the <br />COSM is an independent contractor with respect to the Program Activities to be <br />implemented hereunder and is not subject to the direct or continuous control and <br />supervision of the UNIVERSITY. Nothing in this Funding Contract is intended or will be <br />construed to constitute either Party as a subsidiary, joint venturer, partner, employee, <br />servant, representative, or other agent of the other Party for any purpose whatsoever. <br />Nor will either Party have the authority to bind the other in any respect. Each Party will <br />remain an independent contractor responsible for its own actions except as otherwise <br />specifically provided herein. UNIVERSITY shall have no right of direction or control of the <br />COSM, or its employees and agents, except as to the results to be obtained, and in a <br />Page 7 of 10 <br />