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damages, claims, liability, and costs and expenses incidental thereto (including costs <br /> of defense, settlement and reasonable attorney's fees) which any or all of them may <br /> hereafter incur, be responsible for, or pay out as a result of bodily injuries (including <br /> death) to any person, or damage (including loss of use) to any property (public or <br /> private) which arise out of or are caused by any negligent acts, negligent omissions <br /> or wilful misconduct of the Owner or the Owner's employees or agents. The <br /> obligations of the Owner under this Section shall be subject to all limitations on <br /> liability, and all immunities, and exceptions, set forth in*Minnesota Statutes, <br /> Chapter 466. <br /> 6. .Successors and Assigns. <br /> This Agreement and all of the covenants thereof shall be to the benefit of and be <br /> binding upon the Owner and Architect and their respective successors, assigns. <br /> Neither the Owner nor Architect shall have the right to assign, transfer, or sublet its <br /> interest or obligation hereunder without written consent of the other party. <br /> 7. Independent Contractor. <br /> Architect shall_have the status of an independent contractor, not that of an agent, <br /> partner, joint venturer or employee of the Owner. Architect shall be solely <br /> responsible for the compensation, benefits, contributions, and taxes, if any, of its <br /> employees or agents. <br /> 8. Entire Agreement. <br /> The Agreement constitutes the entire understanding and agreement between the <br /> parties relating.to the services provided by Architect to the Owner and supersedes <br /> any and all prior agreements, whether written or oral, that may exist between the <br /> parties regarding the services. The Agreement may be amended only by a written <br /> instrument signed.by each party. <br /> 9. Precedence. <br /> The Agreement shall take precedence over any inconsistent or contradictory <br /> provisions contained in any preprinted terms or conditions of the parties set forth <br /> in any purchase order, requisition, notice to proceed, or like documents. <br /> 10. Governing Law. <br /> The Agreement shall be governed by, construed, and interpreted in accordance with <br /> the laws of the State of Minnesota, excluding any choice of law rules which may <br /> direct the application of the laws of any other jurisdiction. <br /> -3- <br />