2007/01/03 Council Agenda Packet

System Agreement including without limitation the export laws of the United States or any country in which Customer receives equipment,software or services. • 25. Independent Contractor Relationship;No Agency. Each party understands and agrees that it and its personnel are not agents or employees of the other party,and that each party is an independent contractor hereunder for all purposes and at all times. Neither party has the right or authority to,and shall not,assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever. Each party shall indemnify,hold harmless and defend the other against any liabilities,claims, losses and damages(including costs,expenses and reasonable attorneys'fees)arising out of its failure to comply with this provision and any laws, rules or regulations applicable thereto. 26. Interpretation. The Agreement shall not be construed or interpreted for or against any party hereto because that party drafted or caused that party's legal representative to draft any of its provisions. 27. Headings. The Section headings used herein are for reference and convenience only and shall not enter into the interpretation of this Agreement. 28. Modifications. This Agreement may only be amended,changed,waived or modified in a written document that is signed by both parties. 29. Entire Agreement. This Agreement,together with any Statement of Work hereunder and any Exhibit hereto, constitutes the entire agreement between the parties pertaining to the subject matter herein and supercedes all prior oral and written proposals,correspondence and memoranda with respect thereto,and no representations,warranties, agreements or covenants,express or implied,of any kind or character whatsoever with respect to such subject matter have been made by either party to the other,except as expressly set forth in this Agreement. In the event of conflicts among the terms of this Agreement,a Statement of Work and/or an Exhibit,the following order of precedence shall apply: the Exhibit,this Agreement,and the Statement of Work. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be duly executed. Each party warrants and represents that its respective representative whose signature appears below have been and are on the date of signature duly authorized to execute this Agreement and that each party has the authority to enter into this Agreement. Verizon Business Financial Management Customer: City of Everett Corporation on behalf of Verizon Select Services,Inc. By: By: Print Print Name: Name: Title: Title: Date: Date: Rev. 10.04.06 Page 11 of 11 z ESC# 0148