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6. Materials Provided. University shall furnish Contractor the materials described on
Exhibit B appended hereto and incorporated by reference.
7. Termination. University may terminate this agreement without cause at any time
upon giving at least ten (10) days written notice of its intention to terminate as of the
date specified. In the event of termination prior to completion of the Consulting
Services, the amount of the total fee to be paid Contractor shall be determined by
University on the basis of the portion of the total work actually completed up to the
time of such termination.
8. Relationship of the Parties. Contractor shall be an independent contractor of
University, and not a partner, agent, employee, or joint venturer of University; and
neither party shall hold himself/itself out contrary to these terms by advertising or
otherwise. Neither party shall be bound by any representation, act, or omission
whatsoever of the other.
9. Confidential Information. Contractor agrees to keep confidential and not to
disclose to third parties any confidential information provided by University
pursuant to this agreement without the prior written consent of University to make
such disclosure. This obligation of confidentiality does not extend to any information
that is or shall become, through no fault of Contractor, available to the general public.
This obligation of confidentiality shall survive the expiration and termination of this
10. Dispute Resolution. In the event a dispute arises between the parties with regard to
the rights or duties created by this agreement, or in the event of a breach of this
agreement by either party, the parties agree to meet and confer in a good faith effort
to resolve the dispute. In the event the parties are unable to informally resolve the
dispute within thirty (30) days after the dispute has arisen, the parties agree to
submit the dispute to binding arbitration in accordance with the rules of the
American Arbitration Association.