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(6) INDEMNIFICATION.
<br />a. Each party (the "indemnifying party") shall indemnify, defend, and hold harmless
<br />the other party and the other party's officers, directors, employees, and agents,
<br />(each of the foregoing hereinafter referred to as an "indemnified party") from and
<br />against any and all actions, liabilities, claims, suits, damages, liens, judgments,
<br />losses, fines, penalties, costs, and expenses (including reasonable attorneys' fees
<br />of counsel selected by the indemnified party and costs) arising out of or from (a)
<br />the acts or omissions of the indemnifying party or the indemnifying party's officers,
<br />directors, employees, agents, or subcontractors occurring during the indemnifying
<br />party's performance under or in connection with this Agreement, or (b) breach of
<br />this Agreement by the indemnifying party or the indemnifying party's officers,
<br />directors, employees, agents, or subcontractors. The indemnifying party's
<br />obligation to indemnify the indemnified party and its officers, directors, employees,
<br />and agents shall survive the expiration or termination of this Agreement for any
<br />reason.
<br />(7) SUBCONTRACTORS AND ASSIGNMENTS.
<br />a. Sterling may perform any of the services described in this agreement through
<br />agents or subcontractors selected by Sterling, in its sole discretion. Sterling shall
<br />reasonably supervise any such agent or subcontractor, and the retention of agents
<br />or subcontractors shall not relieve Sterling of its duties under this Agreement.
<br />Furthermore, no assignment of claims for money due or to become due to Sterling
<br />under this Agreement shall be effective unless the assignment of such claims is
<br />first approved in writing by Sterling.
<br />b. Subject to any provisions of this Agreement restricting assignment or transfer, this
<br />Agreement shall be binding upon and shall inure to the benefit of the parties to this
<br />Agreement and their respective legal representatives, successors, and permitted
<br />subcontractors and assigns. This Agreement shall not be enforceable by or give
<br />rise to rights of any other third parties.
<br />(8) CONFLICTS OF INTEREST.
<br />a. Each party represents that it presently has no interest, and promises that it shall
<br />not acquire any interest, direct or indirect, that would substantially conflict with or
<br />jeopardize its performance of Services under this Agreement.
<br />(9) PROHIBITED DISCRIMINATION.
<br />a. With respect to this Agreement, each party shall comply with all applicable federal
<br />and state laws prohibiting discrimination against any person on the grounds of
<br />race, color, national origin, religion, creed, sex, age, disability, or on any other
<br />grounds proscribed under applicable state or federal law.
<br />(10) COMPLIANCE WITH ALL LAWS.
<br />a. Each party represents and warrants that it has and shall maintain, and that its
<br />employees, agents, and subcontractors shall have and maintain, all licenses,
<br />accreditations, and approvals that are customary to its business or that are
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