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practices or other information submitted in writing or other tangible form designated as <br />confidential by Inspectron. The City shall use such confidential information for the <br />limited purposes of this agreement. <br />8. No Employment Relationship. Nothing in this Agreement shall be construed to <br />create an employment, partnership, joint venture, license or agency relationship between <br />the parties hereto and neither party shall have the right or authority to bind the other. For <br />purposes of this Agreement, Inspectron shall be deemed an independent contractor. <br />Inspectron's employees shall not be entitled to any employment benefits customarily <br />given to City employees. <br />9. Inspectron Employees. The City agrees that it will not hire any of Inspectron's <br />employees, who have provided services under this agreement, during the term of this <br />contract or for a period of one year after the expiration or termination of this agreement, <br />without the express written consent of Inspectron. In the event the City hires such <br />Inspectron employee(s) (with or without express written consent of Inspectron); the City <br />shall notify Inspectron and pay a fee of ten (10 %) percent of the employee's 1 year <br />annual salary with the City. Such payment shall be due upon the commencement of <br />employment with the City. <br />10. Termination. This Agreement may be terminated by either party without cause upon <br />forty-five (45) days written notice. Such termination shall not affect the rights and <br />obligations of the parties accrued prior to the termination date or rights under paragraphs <br />3 and 4 above. <br />11. Assignability. This Agreement is not assignable by either party without the prior <br />written consent of the non - assigning party. <br />12. Law. This Agreement shall be governed by the law of the State of Minnesota. The <br />parties agree that the venue of any legal action arising under this Agreement shall be <br />Anoka County, Minnesota. The parties further agree that in the event either party brings <br />an action against the other to enforce any condition or covenant of this Agreement the <br />prevailing party shall be entitled to recover its court costs and reasonable attorney fees in <br />the judgment rendered in such action. <br />13. Severability. If any provision of this Agreement shall be held by any court of <br />competent jurisdiction to be illegal, invalid or unenforceable, such provision shall be <br />construed and enforced as if it had been more narrowly drawn so as to be legal, valid or <br />enforceable. Such illegality, invalidity or unenforceability shall not have effect upon or <br />impair the enforceability of any other provision of this Agreement. <br />14. Indemnification. Any and all claims that arise or may arise against Inspectron, its <br />agents, servants or employees as a consequence of any act or omission on the part of <br />Inspectron or its agents, servants, or employees while engaged in the performance of this <br />Agreement shall in no way be the obligation or responsibility of the City. Inspectron <br />shall indemnify, hold harmless and defend the City, its officers and employees against <br />any and all liability, loss, costs, damages, expenses, claims or actions, including <br />