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C-15-25-003-X-00 Each Party is providing services separately for the community, as more particularly described herein, and not as an employee or agent of another Party, and each Party shall be wholly responsible for its own work, which work is not directed by nor under the control of any other Party. 7. INDEMNIFICATION. Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party, its respective subsidiaries, directors, officers, employees, successors, and agents (collectively the "Indemnified Party") from and against all actions, causes of action, liabilities, claims, demands, suits, judgments, liens, awards, damages, expenses, and losses of any kind and nature whatsoever, including reasonable and necessary attorneys' fees and expert's fees, arising out of or proximately caused by breach of this MOU or by the negligence or fault of the Indemnifying Party, its employees or agents, for property damage, personal injury, or death, provided however, that the Indemnifying Party shall not be liable for or be reguired to indemnify the other party with respect to any injuries and/or damages to any person or property to the extent resulting from the negligent or wrongful acts or omissions of such other party, their respective subsidiaries, directors, officers, employees, successors, and agents. 8. DURATION AND TERMINATION. The effective date of this MOU will be an auto-renewal from the date the last Party has signed. The MOU may be terminated by either Party upon a thirty (30) days advance written notice of termination. 9. GOVERNING LAWS. This MOU shall be governed by and construed in accordance with the laws of the State of Arizona. 10. CANCELLATION. This MOU is subject to cancellation for conflict of interest pursuant to A.RS. § 38-511. 11. FOREIGN PROHIBITIONS. Contractor certifies under A.RS. §§ 35-391 et seq., and 35-393 et seq., that it does not have, and during the term of this MOU will not have, "scrutinized" business operations, as defined in the preceding statutory sections, in the countries of Sudan or Iran. 12. PLANNING AND IMPLEMENTATION. Cooperative arrangements for planning, exchange of information and continuing liaison will be developed and maintained. This statement of understanding will be shared at all appropriate levels of HGP and Maricopa County and will be in effect when signed by both parties and shall remain in effect until termination by written notification by either party. 13. APPROVED: For the Chairman, Board of Supervisor: (Date) Clerk of the Board (Date) Maricopa County Attorney: Approved as to Form: (Date) C-15-25-003-X-00