Agmt12 Primus Staffing Solutions

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its affiliated companies and their clients. Both parties agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose whatsoever other than performing under this Agreement or as required by law. STAFFING FIRM acknowledges and agrees that CLIENT is a public entity and subject to the Public Records Act and that this contract and the amounts paid thereto constitute a public record which must be provided to any person upon request. Cooperation 7. The parties agree to cooperate fully and to provide assistance to the other party in the investigation and resolution of any complaints, claims, actions, or proceedings that may be brought by or that may involve Assigned Staff. Indemnification and Limitation of Liability 8. To the Maximum extent permitted by law, STAFFING FIRM will defend, indemnify, and hold harmless, CLIENT and its officers, agents, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees, related to, arising out of, or alleged to have resulted from this Agreement, including but not limited to the errors, mistakes or omissions relating to the services by STAFFING FIRM, and ASSIGNED STAFF or, its employees, agents, or any tier of subcontractors in the perFormance of this Contract and more specifically Assigned Staff or of any other person for whose errors, mistakes or omissions STAFFING FiRM may be legally liable. 9. To the extent permitted by law, CLIENT will defend, indemnify, and hold STAFFING FIRM and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys' fees) to the extent caused by CLIENT's breach of this Agreement; its failure to discharge its duties and responsibilities set forth in Section 2; or the gross negligence, or willful misconduct of CLIENT or CLIENT's officers, employees, or authorized agents in the discharge of those duties and responsibilities. Miscellaneous 10. Provisions of this Agreement, which by their terms extend beyond the termination or nonrenewal of this Agreement will remain effective after termination or nonrenewal. 11. No provision of this Agreement may be amended or waived unless agreed to in a writing signed by the parties. 12. This Agreement and the exhibits attached to it contain the entire understanding between the parties and supersede all prior agreements and understandings relating to the subject matter of the Agreement. 13. Neither party shall subcontract, assign or transfer any portion of the performance contemplated and provided for in this Agreement without the prior written approval of the other party. 14. The failure of a party to enforce the provisions of this Agreement will not be interpreted as a ATTY/AGR/2012.101/PRIMUS STAFFING SOLUTIONS INC. REV:08-13-12 JS Page 3 of 11