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4 111 <br /> 4.5 Conflicts of Interest. No board member, officer or employee of Client or its <br /> designees or agents, and no other public official who exercises any functions or <br /> responsibilities with respect to any requested technical assistance, shall be permitted to <br /> financially benefit from this Agreement or have any interest, direct or indirect, in any <br /> contract or subcontract, or the proceeds thereof, for work to be performed in connection <br /> with this Agreement. <br /> 4.6 Notices. All notices shall be sent by certified mail, hand-delivery or over night <br /> mail and in all events with a written acknowledgment of receipt to the address set forth <br /> at the beginning of this Agreement. <br /> 4.7 Responsibility for Claims. Client agrees to indemnify, save and hold harmless <br /> the NDC from any and all liabilities and claims caused by or resulting from activities in <br /> furtherance of the work described herein. Client shall reimburse NDC for any <br /> judgments that may be obtained against NDC resulting from the work hereunder or the <br /> use of any work product of NDC. NDC agrees that such indemnity shall not apply to <br /> any actions, claims, or damages arising as a result of NDC's gross negligence or <br /> intentional misconduct. <br /> 4.8 Release of News Information. No news release, including photographs, public <br /> announcements or confirmation of same, or any part of the subject matter of this <br /> Agreement or any phase of any program hereunder shall be made without prior written <br /> approval of both parties. <br /> 4.9 Compliance with Laws. NDC agrees to comply with all applicable federal, state <br /> and local laws in the conduct of the work hereunder. This Agreement shall be <br /> construed, interpreted and the rights of the parties determined, in accordance with the <br /> laws of the State where the Client is domiciled. <br /> 4.10 Assignment. Neither this Agreement nor any rights, duties or obligations <br /> described herein may be assigned by either party without the prior expressed written <br /> consent of the other party. <br /> 4.11 Severability. A determination that any part of this Agreement is invalid shall not <br /> invalidate or impair the force of the remainder of this Agreement. <br /> 4.12 Dispute Resolution. At the request of either party, any disputes or claims under <br /> this Agreement shall be submitted to arbitration in a manner provided under the <br /> Commercial Arbitration Rules of the American Arbitration Association then in effect, <br /> such arbitration to be conducted before three arbitrators chosen in accordance with the <br /> rules of the State where the Client is located and shall be binding on the parties. <br /> TECHNICAL ASSISTANCE AGREEMENT-Page 3 <br /> 8 <br />