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7 <br /> f. Custom Development. CivicPlus will provide customized development at a rate <br /> of$100 per hour.All work will be estimated and agreed upon with Client prior <br /> to work start. <br /> g. Fully-Earned.All amounts owed to CivicPlus hereunder are fully-earned upon <br /> provision of the Services Provided or other charged amounts hereunder, are not <br /> subject to withholding or off-set in any manner whatsoever,and are non- <br /> refundable upon payment subject only to a clear demonstration of an accounting <br /> error. Client expressly acknowledges and agrees that Client is familiar with the <br /> proposed Services Provided and CivicPlus'billing process.Unless otherwise <br /> expressly herein provided(including Exhibit A),if Client is not satisfied with the <br /> Services Provided or the performance of CivicPlus hereunder for any reason or <br /> no reason whatsoever, Client's sole and exclusive remedy shall be to terminate <br /> this Agreement as herein provided,and Client expressly waives any claim to a <br /> refund or other compensation. <br /> 6. Relationship of Parties.The Client and CivicPlus agree that CivicPlus is an <br /> independent contractor with respect to the services provided pursuant to this <br /> Agreement.Nothing in this Agreement shall be considered to create the <br /> relationship of employer and employee between the parties hereto.The Client shall <br /> not be obligated to pay to CivicPlus,and CivicPlus shall not be entitled to, any <br /> benefits accorded to Client employees by virtue of the services provided under this <br /> Agreement. The Client shall not be responsible for withholding or otherwise <br /> deducting federal income tax or social security or any other tax, for contributing to <br /> the state industrial insurance program or otherwise assuming the duties of an <br /> employer with respect to CiviePlus. <br /> 7. Binding Effect;Assignment.The rights and obligations as provided under this <br /> Agreement shall insure to the benefit of and shall be binding upon the successors <br /> and assigns of each party hereto. <br /> 8. Entire Agreement. This Agreement contains the entire agreement and supersedes <br /> all prior agreements and understandings,oral or written,with respect to the subject <br /> matter hereof.This Agreement may be changed only by an agreement in writing <br /> signed by the party against whom any waiver,change, amendment,modification or <br /> discharge is sought. <br /> 9. Strict Construction.The language used in this Agreement shall be deemed to be in <br /> the language chosen by the parties to express their mutual intent, and no rule of <br /> strict construction shall be applied for or against any party by reason of such party <br /> being deemed the draftsman hereof. <br /> 10. Headings. The headings contained in this Agreement are for reference purposes <br /> only and shall not affect the meaning or interpretation of this Agreement. <br /> 11. Severability. If any provisions of this Agreement shall be held to be invalid or <br /> 22 <br />