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<br /> services as determined from time to time and officially established by
<br /> the RMI Board of Directors plus ten (lO) percent.
<br /> All travel, food, lodging, and miscellaneous expenses, except automobile
<br /> mileage, associated with the provision of services hereunder shall be
<br /> billed at cost. Automobile mileage shall be billed at $0.25 per mile.
<br /> Client shall reimburse RMI for any applicable sales tax imposed on
<br /> services rendered by RMI to Client.
<br /> III
<br /> LIABILITY
<br /> RMI agrees to indemnify, defend, and hold Client harmless from and
<br /> against any and all claims, demands, damages, or expenses for which RMI
<br /> is determined to be legally liable resulting from negligent acts,
<br /> errors, or omissions by RMI in the performance of services required of
<br /> it pursuant to this agreement. Claims, demands, damages, or expenses
<br /> resulting from the negligent acts, errors, or omissions, whether active
<br /> or passive, by Client, its officers, agents, employees, representatives,
<br /> or by others are excluded from RMI's obligation pursuant to this
<br /> section.
<br /> The obligations of RMI to indemnify, defend, and hold Client harmless
<br /> for services performed hereunder shall be expressly limited to the
<br /> proceeds of its applicable insurance coverage, and shall terminate one
<br /> ( l) year after termination of this Agreement.
<br /> RMI shall not be liable for incidental or consequential damages.
<br /> Nothing in this Agreement shall be construed to create a duty to, any
<br /> standard of care with reference to, or any liability to any person not
<br /> a party to this Agreement. RMI shall not be liable to third parties or
<br /> others not a party to this Agreement unless such potential liability is
<br /> expressly recognized and agreed to in this Agreement.
<br /> Client agrees to indemnify, defend, and hold RMI harmless from and
<br /> against any and all claims, demands, damages, or expenses for which
<br /> Client is determined to be legally liable resulting from negligent acts,
<br /> errors, or omissions by Client. Claims, demands, damages, or expenses
<br /> resulting from the negligent acts, errors, or omissions, whether active
<br /> or passive, of RMI, its officers, agents, employees, representatives,
<br /> or by others are excluded from Client's obligation pursuant to this
<br /> section.
<br /> IV
<br /> TERMINATION
<br /> Either party may terminate this agreement by rendering written notice
<br /> duly posted to the other party at the address notedherein~ thirty (30)
<br /> days prior to the desired termination date. Client shall pay for all
<br /> fees earned and expenses incurred prior to the termination date.
<br /> V
<br /> BILLING AND PAYMENT
<br /> RMI shall submit a monthly billing statement to Client setting forth the
<br /> amount due for services and itemizing amounts due for expenses. Client
<br /> shall pay the full amount of such statement within thirty (30) days
<br /> after receipt. Client agrees that any sums billed, not disputed in
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