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3. Independent Contractor Relationship <br />Conrin is an independent contractor, as defined by Michigan law. Nothing in this Agreement <br />shall be construed to create an employer -employee, joint venture, or partnership relationship <br />between the Parties. <br />4. Limitation of Liability <br />Unless otherwise stated in this Agreement or an executed addendum, Client's sole remedy for <br />any breach of this Agreement shall be limited to the amount actually paid by Client to Conrin <br />under the applicable Proposal. <br />Under no circumstances shall Conrin be liable for incidental, consequential, or indirect damages <br />of any kind. <br />5. Indemnification <br />Client agrees to indemnify, defend, and hold harmless Conrin and its affiliates, employees, <br />agents, and subcontractors from and against any third -party claims, liabilities, damages, costs, <br />or expenses (including reasonable attorneys' fees) arising from or related to: <br />- The use, storage, access to, or dissemination of Client's data. <br />Conrin shall provide Client with written notice of any such claim, suit, or action within a <br />reasonable time after receiving notice thereof. <br />6. Severability <br />If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining <br />provisions shall remain in full force and effect. <br />If removal of such provision materially changes the intent of this Agreement, the Parties shall <br />negotiate in good faith to replace it with a valid provision that closely reflects the original intent. <br />7. Entire Agreement <br />This Agreement constitutes the entire understanding between the Parties and supersedes all <br />prior agreements, representations, or promises, whether written or oral, relating to the subject <br />matter herein. <br />8. Governing Law and Venue <br />This Agreement shall be governed by and construed in accordance with the laws of the State of <br />Michigan. <br />Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the <br />