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To HAI: Human Affairs International,Incorporated <br /> 10150 South Centennial Parkway <br /> Sandy,Utah 84070 <br /> Attention:Legal Department <br /> telecopier: (801)256-7088 <br /> To Sponsor: <br /> Attention: <br /> telecopier: ( ) <br /> 4.3 Assignment. Neither party shall assign or transfer any duty or interest in this Agreement without <br /> the written consent of the other party,except(a)as otherwise herein permitted or(b)to the extent permitted by <br /> law,to a parent corporation or wholly owned subsidiary as long as such assignment does not result in a material <br /> change in the other party's rights and/or duties hereunder,and except that HAI may,in its sole discretion and <br /> without notice to Sponsor,but subject to the provisions of this Agreement regarding professional qualifications, <br /> provide the Services hereunder through its own employees,employees of its Affiliates or independent contractors <br /> retained by HAI or by Affiliates of HAI. Any attempted transfer or assignment contrary to the provisions of this <br /> Section shall be void. This Agreement shall be binding on any successor in interest of either party. <br /> 4.4 Status of the Parties. HAI and Sponsor agree that HAI and all Providers are independent <br /> contractors with respect to the Services performed under this Agreement and,except as otherwise specifically <br /> provided in this Agreement, (a)no Provider is the agent of HAI or Sponsor nor is any Provider authorized to act on <br /> behalf of HAI or Sponsor in any manner and(b)neither HAI nor Sponsor is the agent of the other,nor is either <br /> party authorized to act on behalf of the other in any manner. <br /> 4.5 Waiver. The failure of either party in any one or more instances to insist upon strict performance <br /> of any of the terms and provisions of this Agreement, or to exercise any option conferred herein shall not be <br /> construed as a waiver or relinquishment,to any extent, of the right to assert or rely upon any such terms, <br /> provisions or options on any future occasion. <br /> 4.6 Governing Law. This Agreement has been entered into between the parties in the State of Utah <br /> and the laws of such state,without reference to its choice of law rules, shall govern its interpretation and <br /> enforcement, except as such laws may be preempted by ERISA. <br /> 4.7 Severabilitv. If any of the provisions of this Agreement shall be invalid or unenforceable by a <br /> court with jurisdiction over the parties to this Agreement, such invalidity or unenforceability shall not invalidate or <br /> render unenforceable the entire Agreement. In such event,this Agreement shall be modified to conform with said <br /> laws or judicial determination and such provision shall be construed and enforced only to the extent as it may be a <br /> legal and enforceable provision. If the provisions cannot be so modified, the entire Agreement shall be construed <br /> as if not containing the particular invalid or unenforceable provision or provisions,and all other rights and <br /> obligations of the parties shall be construed and enforced accordingly. <br /> 4.8 Authority. Each party hereto represents and warrants to the other that the person executing this <br /> Agreement on behalf of such party has been duly authorized to execute and deliver this Agreement on behalf of <br /> said party. <br /> Human Affairs International,Incorporated 517797 <br /> Services Agreement 8 <br />