WS - C - NaviRetail Proposal

3. Compensation to the Contractor 3.1 The Client shall remit one payment to the Contractor for $50,000.00 in accordance with the amounts listed in the Proposal. Payments are to be made within fifteen (15) days of the Effective Date. 3.2 The Contractor shall be entitled to no additional compensation under this Agreement unless the Parties agree to additional compensation in a writing signed by both Parties which specifically states it is altering the compensation due under this Agreement. 4. Termination 4.1. Either Party may terminate this Agreement immediately upon the material breach of the other Party. 5. General Obligations and Agreements 5.1 Amendments. Modifications or amendments to this Agreement are only effective if done in a writing signed by all Parties, which specifically states it is modifying or amending this Agreement. 5.2 Confidentiality. All documents, data compilations, reports, computer programs, photographs, and any other work provided to or produced by the Contractor and marked “Confidential” shall be kept confidential by the Client unless written permission is granted by Contractor for its release. 5.3 Compliance with Laws. The Contractor shall keep informed of and comply with all applicable federal, state and local laws and regulations in the performance of this Agreement. 5.4 Entirety of Agreement. This Agreement and its attachments, if any, represent the entire and integrated Agreement between the Parties and supersedes all prior negotiations, representations, and agreements, whether written or oral. 5.5 Ethics. The Contractor shall keep informed of and comply with all ethical standards governing the Contractor’s profession. 5.6 Force Majeure. Neither party shall be liable for failure to perform under this Agreement if such failure to perform arises out of causes beyond the control and without the fault or negligence of the nonperforming party. This provision shall become effective only if the party failing to perform immediately notifies the other party of the extent and nature of the problem, limits delay in performance to that required by the event, and takes all reasonable steps to minimize delays. 5.7 Indemnification. The Contractor shall indemnify, defend and hold harmless the Client and its agents, employees, successors and assigns from all claims, lawsuits, and liabilities arising out of the Contractor’s performance (or failure to perform) under this Agreement. 23