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L. INDEPENDENT CONTRACTOR <br /> HdL shall perform the services hereunder as an independent contractor. No -agent, <br /> representative or employee of HdL shall be considered as an employee of the City. <br /> M. NON-ASSIGNMENT <br /> This Agreement is not assignable either in whole or in part by HdL or the City without <br /> the written consent of the other party. <br /> N. GOVERNING LAW <br /> The laws of the State of California shall govern the rights, obligations, duties and <br /> liabilities of the parties to this Agreement and shall also govern the interpretation of this <br /> Agreement. <br /> O. INDEMNIFICATION <br /> HdL shall indemnify and hold harmless City and its officers, officials and employees <br /> from any liability for damage or claims for personal injury, including death, as well as <br /> from claims for breach of confidentiality or property damage, including attorney fees, <br /> which may arise out of the performance of the work described herein, caused in whole or <br /> in part by any negligent act or omission of HdL, its officers, agents and employees under <br /> this Agreement. <br /> City shall indemnify and hold harmless HdL, its officers, agents and employees, from any <br /> liability for damage or claims for personal injury, including death, as well as from claims <br /> for breach of confidentiality or property damage which may arise from City's negligent <br /> acts, errors or omissions under this Agreement. City agrees to and shall defend HdL and <br /> its officers, agents and employees from any suits or actions at law or in equity for damage <br /> caused, or alleged to have been caused, by reason of any of the aforesaid negligent acts, <br /> errors or omissions. <br /> Agreement for Business Licenses Services Page#8 <br /> FAW"ANCY\BI`PLMN.DCC <br />