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the course of providing Services, including but not limited to communications with <br />Birchwood consultants and liaison contemplated under Section 3 of this Agreement, shall <br />not be interpreted as the exertion of control over Saint Anthony staff to create any <br />employment or similar relationship. <br />Staff of Saint Anthony shall not be entitled to vacation pay, sick pay, holiday pay, <br />overtime pay, worker's compensation coverage, or any other benefits payable by <br />Birchwood that may be afforded to employees of Birchwood. <br />7. 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. Any and all documents, records, <br />files, tables, charts, maps, audio recordings, video recordings, processes, procedures, or <br />other physical or intellectual property, whether in hard copy or electronic format, created <br />by Saint Anthony staff while providing services for or on behalf of Birchwood pursuant <br />to this Agreement shall be the sole property of Birchwood. <br />8. Non-Exclusivity. <br />This Agreement is non-exclusive between Saint Anthony and Birchwood. Saint <br />Anthony and Birchwood have the right to enter into similar agreements with other <br />entities. <br />9. Indemnification and Insurance. <br />9.1 Saint Anthony and Birchwood each agrees to and shall defend, indemnify, <br />and hold harmless the other Party, its official, officers, agents, and employees ]1'om and <br />against any and all claims, losses, damages, judgments or liabilities of whatever nature, <br />including any portion thereoj~ 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 anyone 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 />9.2 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. <br />Saint Anthony shall maintain worker's compensation insurance that affords coverage to <br />its staff while performing any and all Services for Birchwood under this Agreement. <br />3 <br />59