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reasonably believes it has a legal obligation to make such disclosures and to the extent <br />CEE reasonably deems to be necessary; provided, however, that if CEE believes that any <br />such disclosure is required by law, it shall provide advance notice to the Authority to <br />provide the Authority with a reasonable opportunity to attempt to obtain an injunction or <br />other protective order preventing such disclosure. <br /> <br />9. Relationship of Parties <br /> <br />CEE will provide services as an independent contractor under this Agreement. <br />Neither CEE, nor any of its employees or agents, shall be considered employees of the <br />Authority for any purpose, and neither shall CEE be eligible for any compensation or <br />benefits which the Authority may provide to its employees from time to time. CEE shall <br />be solely responsible for all employment and other taxes applicable to providing <br />services hereunder, and the Authority will not withhold any taxes or contributions from <br />the compensation payable to CEE under this Agreement. <br /> <br />10. Notices <br /> <br />All notices, requests, demands and other communications required to be given in <br />writing under this Agreement shall be given to the other party in person or by mail as <br />provided in this section. If delivered personally, notice shall be deemed to have been <br />duly given on the date of delivery. If delivered by mail, such notice shall be sent via <br />first class U.S. mail, postage prepaid, to the address set forth at the beginning of this <br />Agreement or such other address as a party may otherwise request by written notice, <br />and notice shall be deemed duly given three (3) business days after mailing. <br /> <br />11. Assignment <br /> <br />This Agreement shall be binding upon and inure to the benefit of the parties and their <br />respective heirs, successors and assigns; provided, however, that neither party shall <br />assign or transfer in any manner, this Agreement or any portion hereof without the <br />prior written consent of the other party, and any attempt to assign or transfer without <br />prior written consent shall be void and of no effect. <br /> <br />12. Governing Law <br /> <br />This Agreement shall be governed by and construed in accordance with the laws of <br />the State of Minnesota. <br /> <br />13. Miscellaneous <br /> <br />13.1 Headings and captions used in this Agreement are for convenience only and <br />shall not affect the meaning of this Agreement. <br /> <br />13.2 This Agreement contains the entire agreement of the parties and supersedes all <br />prior agreements, discussions and representations, written or oral, concerning <br />the subject matter hereof. <br /> <br />CONTRACT between Elk River Housing and Redevelopment Authority and CENTER FOR ENERGY AND ENVIRONMENT Page 5 <br />