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• Notices to Contractor from Client shall be in writing and delivered, either <br />personally or by mail (postage prepaid), by telegram or facsimile transmission <br />and shall be addressed to: <br />Mr. Roger Waldon <br />Clarion Associates <br />1526 East Franklin Street, Suite 102 <br />Chapel Hill, North Carolina 27514 <br />Facsimile number: (919) 967-9077 <br />Notices shall be deemed effective upon delivery in the event of personal <br />delivery, and after three (3) days when mailed, postage prepaid; if transmitted <br />by facsimile or telegram, upon verified receipt of the electronic transmission. <br />Either party may change its address in reference to notices by written <br />notification to the other party. <br />5. Indemnification. Contractor shall indemnify and hold Client harmless from and <br />against and all claims, suits, or action made or asserted for any damage to person or <br />property occasioned by the negligent errors or omissions by Contractor in connection <br />with performance of Contractor's obligation under this Agreement. <br />A. Independent Contractor. Contractor is an independent contractor. <br />• Notwithstanding any provision appearing in this Agreement, all personnel <br />assigned by Contractor to perform work under the terms of the Agreement <br />shall be and remain at all times, employees of the Contractor for all purposes. <br />The Contractor, its agents and employees, in the performance of this <br />Agreement, shall act in an independent capacity and not as officers or <br />employees of Client. <br />6. Extent of Agreement. This Agreement represents the entire and integrated <br />agreement between the Client and the Contractor and supersedes all prior <br />negotiations, representations or agreement, either written or oral. This Agreement <br />may be amended only by written Agreement signed by both the Client and the <br />Contractor. <br />7. Mediation and Arbitration. Any disputes arising out of this Agreement shall be <br />subject to arbitration. As apre-condition to the filing of any such arbitration, all <br />claims, disputes, and other matters in question between the parties to this Agreement <br />arising out of or relating to this Agreement concerning a breach thereof, shall first be <br />submitted to non-binding mediation prior to initiation of any arbitration unless the <br />parties mutually agree otherwise. The cost of said mediation shall be split equally <br />between the parties. This Agreement to mediate shall be specifically .enforceable <br />under the prevailing laws of the State of North Carolina. <br />The parties agree- that any disputes concerning the terms and conditions of this <br />• Agreement that cannot be resolved after consultation and discussion between the <br />3 <br />