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8. Indemnification and Insurance. 8.1 Saint Anthony and Mississippi Watershed Management Organization each agrees to and shall defend , indemnify, and hold harmless the other Party, its official , officers, agents, and employees from and against any and all claims, losses, damages , judgments or liabilities of whatever nature, including any portion thereof, arising from or related to the indemnifying Party 's acts , omissions, or performance under this Agreement. It is the intent of the Parties that each Party be responsible for its own actions occurring under this Agreement. Under no circumstances, however, shall an indemnifying Party be required to pay on behalf of itself and the other Party any amounts in excess of the limits on liability established in Minnesota Statutes Chapter 466 applicable to any one Party. The limits ofliability for each Party may not be added together to determine the maximum amount of liability for either Party. The intent of this paragraph is to impose on each party a limited duty to defend and indemnify each other subject to the limits of liability under Minnesota Statutes Chapter 466. The purpose of creating this duty to defend and indemnify is to simplify the defense of claims by eliminating conflicts among the Parties and to permit liability claims against both Parties from a single occurrence to be defended by a single attorney. 8.2 Each Party agrees that a Party subject to Minnesota Statutes Chapter 466 will maintain insurance in an amount consistent with Minnesota Statutes Chapter 466. 8 .3 This section shall survive termination of this Agreement. 9. Waivers, Amendments, and Modifications. The Parties may mutually waive, amend , or modify parts of this Agreement, but such waivers, amendments , or modifications shall not be binding unless they are in writing and signed by personnel authorized to bind the Parties. Waiver of breach of any term of this Agreement shall not be considered a waiver of any prior or subsequent breach. 10. Venue. This Agreement will be governed by the laws of the State of Minnesota, both as to interpretation and performance. Any actions at law, suit in equity, or other judicial proceeding for the enforcement of this Agreement may be instituted only in a court of competent jurisdiction in the State of Minnesota. 11. Severability. In the event any term or condition of this Agreement or application thereof to any person or circumstance is held invalid , such invalidity shall not affect other terms, condition, or application of this Agreement which can be given effe ct without the invalid term , condition, or application. To this end, the terms and conditions of this Agreement are declared severable. 3 21