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<br />- . - .
<br /> 6. Relationship of Parties.
<br /> The parties agree and understand that the work/services performed under this
<br />'- Agreement are performed as independent Contractors.
<br /> 7. Hold Harmless.
<br /> a. Subject to the specific provisions in subsection b, c, and d below of this
<br /> Section, each party shall indemnify, defend and hold harmless the other
<br /> parties, their officers, agents and employees against any and all claims,
<br /> causes of action, suits or judgments, for death or injuries to persons, or
<br /> loss of or damage to property, resulting from the negligent acts of the
<br /> indemnifying party, its officers, agents, employees or invitees in the
<br /> performance of this Agreement. In the event of any such claims made, or
<br /> suits filed, the party against whom the claim is filed shall give prompt
<br /> written notice thereof to the other parties, which shall have the right to
<br /> defend or settle the same to the extent of its interest hereunder.
<br /> b. In the event of claims, causes of action, suits or judgments, for death or
<br /> injuries to persons, or loss of or damage to property, alleged to have
<br /> resulted from the use or supervision of the premises for a particular
<br /> activity thereon, or from Contractor's failure to comply with the
<br /> requirements set forth in the Health Insurance Portability and
<br /> Accountability Act of 1996 (HIPAA) and all Federal regulations
<br /> promulgated thereunder, as amended, it shall be presumed that primary
<br /> liability and responsibility to defend against such claims is that of the party
<br /> whose officers, employees or agents are primarily responsible for the use
<br />'-- or supervision of the facilities for that activity.
<br /> c. In the event of claims, causes of action, suits or judgments, for death or
<br /> injuries to persons, or loss of or damage to property, alleged to have
<br /> resulted from a dangerous condition of the property, and/or the
<br /> maintenance, lack of maintenance or negligent maintenance of the
<br /> facilities, it shall be presumed that primary liability and responsibility to
<br /> defend against such claims is that of the party whose officers, employees,
<br /> or agents have created the dangerous condition or were primarily
<br /> responsible for the maintenance of the facilities, the lack of maintenance
<br /> or negligent maintenance thereof.
<br /> d. In the event of claims, causes of action, suites or judgments, for death or
<br /> injuries to persons, or loss of or damage to property, alleged to have
<br /> resulted from the provision of services, including police, fire, or other
<br /> services, it shall be presumed that primary liability and responsibility to
<br /> defend such claims is that of the party whose officers, employees or
<br /> agents are primarily responsible for the provision of said services.
<br /> 8. Assianability and Subcontractina.
<br /> The parties shall not assign this Agreement or any portion thereof to a third party or
<br /> subcontract with a third party to provide services required under this Agreement without
<br /> the prior written consent of all the parties. Any such assignment or subcontract without
<br /> all the parties' prior written consent shall give the other parties, as the case may be, the
<br />'-- right to automatically and immediately terminate this Agreement.
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