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5 <br />WHEREAS, CONSULTANT proposes to supply a team, including <br />staff of the CONSULTANT and the Institute (hereafter "Project <br />Team"), to conduct the Project; <br />NOW, THEREFORE, the parties hereto, in consideration of <br />their mutual covenants herein, agree as follows: <br />ARTICLE I - BASIC SERVICES OF CONSULTANT <br />1.1 CONSULTANT agrees to timely perform professional services <br />and deliver deliverables in connection with the Project as <br />specified in the "Scope of Basic Services", "Schedule of <br />Deliverables Included In Basic Services", "Timetable of Basic <br />Services", and "Acceptance of Deliverables for Basic Services" <br />set forth in Appendix I, attached hereto and made a part <br />hereof, which shall hereafter be collectively described as <br />"Basic Services." <br />1.2 All work shall be done in a good and professional manner. <br />1.3 CONSULTANT shall not, except as otherwise provided for in <br />this Agreement, subcontract the performance of any work under <br />this Agreement without prior written permission of the CLIENT. <br />No permission for subcontracting shall. create, between the <br />CLIENT and the subcontractor, any contract or any other <br />relationship. <br />1.4 The relation of CONSULTANT to the CLIENT at all times <br />shall be as independent contractor. <br />1.5 Any and all employees of the CONSULTANT or other persons, <br />including without .limitation the Institute or other Project <br />Team members, engaged by the CONSULTANT in the performance of <br />any work or services required of the CONSULTANT under this <br />Agreement, shall be considered employees or agents of the <br />CONSULTANT only and not of the CLIENT, and any and all claims <br />that may or might arise under any workers compensation or <br />other law or contract on behalf of said employees or other <br />persons while so engaged, and any and all claims made by a <br />third party as a consequence of any act or omission on the <br />part of the CONSULTANT employees or other persons engaged by <br />CONSULTANT, while so engaged on any of the work or services <br />provided to be rendered herein, shall be the sole obligation <br />and responsibility of the CONSULTANT. <br />