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2. For convenience by CLIENT upon 7 days written notice to CONSULTANT. 3. Notwithstanding,the foregoing,this Agreement will not terminate under paragraph IV.K if the party receiving such notice immediately commences correction of any substantial failure and cures the same within 10 days of receipt of the notice. 4. In the event of termination by CLIENT for convenience or by CONSULTANT for cause,the CLIENT shall be obligated to the CONSULTANT for payment of amounts due and owing including payment for services performed or furnished to the date and time of termination, computed in accordance with Section III of this Agreement. CONSULTANT shall deliver and CLIENT shall have,at its sole risk,right of use of any completed or partially completed deliverables,subject to provisions of Paragraph IV.H. 5. In event of termination by CLIENT for cause and in addition to any other remedies available to CLIENT,CONSULTANT shall deliver to CLIENT and CLIENT shall have right of use of any completed or partially completed deliverables,in accordance with the provisions of Paragraph IV.H. CLIENT shall compensate CONSULTANT for all undisputed amounts owed CONSULTANT as of date of termination. L. INDEPENDENT CONTRACTOR Nothing in this Agreement is intended or should be construed in any manner as creating or establishing the relationship of co-partners between the parties hereto or as constituting the CONSULTANT or any of its employees as the agent,representative,or employee of the CLIENT for any purpose or in any manner whatsoever. The CONSULTANT is to be and shall remain an independent contractor with respect to all services performed under this Agreement. M. CONTINGENT FEE The CONSULTANT warrants that it has not employed or retained any company or person,other than a bona fide employee working solely for the CONSULTANT to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person,other than a bona fide employee,any fee,commission,percentage,brokerage fee,gift or any other consideration, contingent upon or resulting from award or making of this Agreement. N. NON-DISCRIMINATION The provisions of any applicable law or ordinance relating to civil rights and discrimination shall be considered part of this Agreement as if fully set forth herein. The CONSULTANT is an Equal Opportunity Employer and it is the policy of the CONSULTANT that all employees,persons seeking employment, subcontractors, subconsultants and vendors are treated without regard to their race,religion, sex,color,national origin,disability,age, sexual orientation,marital status,public assistance status or any other characteristic protected by federal, state or local law. O. ASSIGNMENT Neither party shall assign or transfer any interest in this Agreement without the prior written consent of the other party. P. SURVIVAL Public Standard Form—MN Page 9 of 11 2019(20190712)