Fee & Terms (Cont’d)
Intellectual Property Any deliverables, documents, or work products created under this agreement will become the property of the client upon full payment. The consultant retains the right to use the work for portfolio or professional purposes unless otherwise agreed. Limitation of Liability The consultant’s liability for any claims, damages, or losses arising from this agreement will be limited to the total fees paid under this contract. In no event shall the consultant be liable for indirect, incidental, or consequential damages. Indemnification Both parties agree to indemnify, defend, and hold harmless the other party, its employees, and representatives from any claims, damages, or liabilities arising from the breach of this agreement or negligence during the performance of services. Force Majeure Neither party will be held liable for failure to fulfill its obligations under this agreement if caused by unforeseen circumstances, including but not limited to natural disasters, acts of war, or government actions. Dispute Resolution and Arbitration Any disputes arising out of this agreement will first be subject to good-faith negotiations between the parties. If unresolved, disputes will be settled through binding arbitration in accordance with the rules of the American Arbitration Association (AAA). Governing Law This agreement shall be governed by and construed in accordance with the laws of the State of Arkansas, without regard to its conflict of law provisions. Entire Agreement This Agreement, including any Exhibits hereto executed pursuant to the terms of this Agreement and incorporated herein by reference, constitutes the entire agreement between the parties concerning the subject matter of this Agreement. Exhibits to this Agreement specifically include the Deliverables portion of the Project Summary and the Methodology portion of the ZG proposal to KG, as addressed in the above paragraphs. This Agreement supersedes any prior communications, agreements, or understandings, whether oral or written, between the parties relating to the subject matter of this Agreement.
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