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10. The parties ~~ill not assign or transfer this agreement, nor any interest in this agreement. <br />1 l. This agreement shall be governed by the laws of the state of Oregon. Any action <br />commenced in connection with this agreement shall be commenced in the district or circuit <br />court of Marion Countv. <br />12 Contractor shali maintain at all times commercial general liability insurance, and <br />property damage/automobile insurance in amounts not less than: $100,000 property damage per <br />claimant, $200,000 all other claims per claimant, and $500,000 all claims. Contractor shall <br />obta.in and maintain at all times during the term of this asreement, worker's compensation <br />insurance with statutory limits and employer's liability insurance. Contractor shall save <br />harmless, indemnify and defend owner from any and all claims, damages, losses, and e~cpenses <br />including but not limited to reasonable attorney's fees arising from or resulting from <br />Contractor's performance of or failure to perform the obligations of this agreement, to the extent <br />the same are caused by the negligence or misconduct of Contractor or its employees or agents. <br />13. Contractor shall comply with all appiicabie Federal, State and local laws, rules and <br />regulations, including all applicable provisions of ORS 279.310 through 279.430, which are <br />incorporated herein by this reference. <br />14. This agreement constitutes the entire agreement between the parties. No modification of <br />this agreement is binding on either party unless the modification is in writing, and signed by the <br />parties. <br />15. All work, including but not limited to documents, drawings, cost estimates and <br />photographs, performed or produced by Contractor under this agreement shall be the property of <br />Owner. In the event Owner uses work produced under this agreement in conjunction with <br />construction agreements, other than those executed with the Contractor, Owner shall indemnify, <br />defend and hold harmless the Contractor from any legal action therefrom. Contractor shall <br />retain a nonexclusive right to use the work Contractor shall transfer to Owner copies of data or <br />other tangible property genera.ted by Contractor under this agreement and necessary for the <br />beneficial use of the work covered by this agreement. <br />4 <br />