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arbitrator(s) may be entered into any court of competent jurisdiction. Notwithstanding the foregoing, neither
party is precluded from instituting litigation by filing a claim with a court.
21. Applicable Law and Jurisdiction
This Agreement and the rights and obligations hereunder shall be governed by the laws of the State of New York,
without regard to its conflict of laws rules, and the venue shall be in Erie County, New York.
22. Notices
All notices and other communications in connection with this Agreement will be in writing and will be
considered given as follows:
● when delivered personally to the recipient’s address as stated on this Agreement
● three days after being deposited in the United States mail, with postage prepaid to the recipient’s address
as stated on this Agreement, or
● when sent by fax or electronic mail, such notice is effective upon receipt provided that a duplicate copy
of the notice is promptly given by first class mail or the recipient delivers a written confirmation of
receipt.
23. No Partnership; No Agency
This Agreement does not create a partnership or agency relationship. Consultant does not have authority to enter
into contracts on Client’s behalf.
24. Liens
Consultant (and any of its subcontractors or suppliers, as applicable) may not place or file liens on the
Client’s property or project property.
25. Indemnification
To the fullest extent of the law, Consultant agrees to indemnify, protect, defend, and hold harmless the
Client and its employees ("Indemnified Parties") from and against all claims, damages, injury, of any
nature, kind, or description (collectively "Claims") to the proportionate extent caused or occasioned by
or alleged to be caused or occasioned by the negligent acts, errors or omissions by Consultant, its
subconsultants and subcontractors in the performance of the services in this contract, except to the extent
caused by the negligence or willful misconduct of any Indemnified Party. Consultant’s obligations under
this section shall survive termination or expiration of this agreement.
26. Entire Agreement.
This Agreement constitutes the entire agreement between Consultant and Client and supersedes all prior
agreements, representations and understandings of the parties whether written or oral, with respect to the subject
matter herein. No amendment or modification of this Agreement shall be effective unless in writing and executed
by both the Consultant and Client.
27. Severability.
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