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<br />08/22/2005 08:45 <br /> <br />8535850510 <br /> <br />PAGE 07 <br /> <br />R&S Integrated" Standard Contract Document <br /> <br />Final Version <br /> <br />15. Indemnification <br /> <br />R&S Integrated shall indemnify and save harmless and defend SOLC, its agents, servants, and <br />employees from and against any and all claims, liability, losses, and/or cause of action which may arise <br />from any negligent act or omission of R&S Integrated, its agents, servants, or employees in the <br />performance of services under this Contract. <br /> <br />R&S Integrated further agrees to indemnify, save harmless and defend SDLC, its agents, servants and <br />employees from and against any claim, demand or cause of action whatsoever kind or nature arising out <br />of any conduct or misconduct of R&S Integrated not included in the paragraph above and for which <br />SDLe, its agents, servants or employees are alleged to be liable. <br /> <br />16. Independent Contractor <br /> <br />R&S Integrated is an independent contractor under this Contract Personal services provided by R&S <br />Integrated shall be by employees of R&S Integrated and subject to supervision by R&S Integrated, and <br />are not officers, employees, or agents of SDLe. Personnel policies, tax responsibilities, purchasing <br />policies and other similar administrative procedures applicable to services rendered under this Contract <br />shall be those of R&S Integrated <br /> <br />17. Authoritv to Practice <br /> <br />R&S Integrated hereby represents and warrants that is has and will continue to maintain all licenses and <br />approvals required to conduct its business. and that it will at all times conduct its business activities in a <br />reputable manner. Proof of such licenses and approvals shall be submitted to SDLC's representative <br />upon request <br /> <br />18. Severability <br /> <br />If any term or provision of this Contract or the application thereof to any person or circumstances shall, to <br />any extent, be held invalid or unenforceable, the remainder of this Contract, or the application of such <br />terms or provision to persons or circumstances other than those as to which it is held invalid or <br />unenforceable, shall not be affected, and every other term and prOViSion of this Contract shall be deemed <br />valid and enforceable to the extent permitted by law. <br /> <br />19. Governlna Law/JurisdictionNenue <br /> <br />The Contract shall be construed in accordance with and governed by the law of the State of Florida. The <br />parties agree to Jurisdiction for any action arising out of or relating to this Contract in any Florida state or <br />federal court. Venue for any action arising out of or relating to this Contract shall lie in Lee County, <br />Florida <br /> <br />20. Successors and Assians <br /> <br />SOLe and R&S Integrated bind themselves, their successors, assigns and legal representatives to the <br />other party hereto and to successors, assigns and regal representatives of such other party in respect to <br />covenants, agreements and obligations contained in this Contract. R&S Integrated shafl not assign this <br />Contract without written consent of SDLe. <br /> <br />s <br /> <br />1""1 <br />tj <br /> <br />R&S InteQrated Products and Sl"rvir~c: In,- <br />