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2 <br />4. Term and Termination. <br /> The term of this Agreement shall be from the date last executed and shall <br />automatically renew each year unless notice to terminate is provided. An annual <br />inflationary factor of 3% will be applied to the services providing beginning 1/1/2015. <br />Any Party may terminate this Agreement at any time upon ninety (90) days prior written <br />notice to the other. <br />5. Not to Be Construed as Employment Agreement. <br /> This Agreement shall provide access only to those employees of Saint Anthony <br />identified in Exhibit A attached hereto. Any employee of Saint Anthony who assists in <br />performing the Services for NineNorth shall remain an employee of Saint Anthony and <br />not an employee of NineNorth. Nothing contained in this Agreement can or shall be <br />interpreted as an employment relationship between Saint Anthony and NineNorth. <br />6. Property. <br /> No fixed assets or personal or real property will be jointly or cooperatively held, <br />acquired, or disposed of pursuant to this Agreement. <br />7. Non-Exclusivity. <br /> This Agreement is non-exclusive between Saint Anthony and NineNorth. Saint <br />Anthony and NineNorth have the right to enter into similar agreements with other <br />entities. <br />8. Indemnification and Insurance. <br /> 8.1 Saint Anthony and NineNorth each agrees to and shall defend, indemnify, <br />and hold harmless the other Party, its official, officers, agents, and employees from and <br />against any and all claims, losses, damages, judgments or liabilities of whatever nature, <br />including any portion thereof, arising from or related to the indemnifying Party’s acts, <br />omissions, or performance under this Agreement. It is the intent of the Parties that each <br />Party be responsible for its own actions occurring under this Agreement. Under no <br />circumstances, however, shall an indemnifying Party be required to pay on behalf of <br />itself and the other Party any amounts in excess of the limits on liability established in <br />Minnesota Statutes Chapter 466 applicable to any one Party. The limits of liability for <br />each Party may not be added together to determine the maximum amount of liability for <br />either Party. The intent of this paragraph is to impose on each party a limited duty to <br />defend and indemnify each other subject to the limits of liability under Minnesota <br />Statutes Chapter 466. The purpose of creating this duty to defend and indemnify is to <br />simplify the defense of claims by eliminating conflicts among the Parties and to permit <br />liability claims against both Parties from a single occurrence to be defended by a single <br />attorney. <br /> 8.2 Each Party agrees that a Party subject to Minnesota Statutes Chapter 466 <br />will maintain insurance in an amount consistent with Minnesota Statutes Chapter 466.