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8. WAIVER OF BREACH No waiver by the Town of its right to enforce any provisions hereof after any default on the part of the Chamber shall be deemed a waiver of its right to enforce each and all of the provisions hereof upon any further or other default on the part of the consultant. 9. PAYMENT Payment under this Agreement shall be made to the Chamber by the Town in four (4) equal installments of $5,000.00. The first payment shall be due upon execution of the Agreement, and the remaining payments shall be made upon receipt of the second, third and fourth quarterly reports as set forth above. 10. INDEMNIFICATION The Chamber will defend, indemnify, hold harmless, and exempt the Town and its subcommittees and elected officials, its staff and all their officers, agents, servants, and employees, from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs, expenses and attorney's fees incident to any work done in the performance of this Agreement arising out of a willful or negligent act or omission or breach of the Chamber, its officers, agents, subconsultants, servants, or employees: provided however, that the Chamber shall not be liable for any suits, actions, legal proceedings, claims, demands, damages, costs, expenses, and attorney's fees arising out of a willful or negligent act or omission of the Town, its offices, agents, servants and employees, or third parties retained by the Town. 11. SEVERABILITY Should any provision in any section of this Agreement be found to be illegal or otherwise unenforceable, all other provisions and sections of this Agreement shall remain in full force and effect. 12. ENTIRETY This Agreement constitutes the entire Agreement between the parties and supersedes any and all prior proposals, negotiations and agreements, whether written or oral. Any amendment to this Agreement shall be void unless it is in writing and subscribed by the party against whom the amendment is sought to be enforced. 13. VENUE Page 75 of 190