10-05-09 Regular Meeting of the La Porte Corporation Board of Directors

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8. ASSIGNMENT. Client understands that it may not assign this Agreement or its rights hereunder, or delegate any or all of its duties under this Agreement without written authorization from Contractor. Except for the use of sub-contractors to perform services, Contractor understands that it may not assign this Agreement or its rights hereunder, without written authorization from Client. 9. LEGAL EXPENSES. In the event that legal action is taken by either party to enforce any rights or remedies under this Agreement, it is hereby agreed that the successful or prevailing party shall be entitled to receive any costs, disbursements and reasonable attorney's fees. 10. SEVERABILITY.. In the event that anyone or more of the provisions contained in this Agreement shall be held invalid, illegal or unenforceable in any respect, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein, and the enforceability of the remaining provisions contained herein shall not be impaired thereby. II. BINDING EFFECT. The parties to this Agreement further agree that the promises, covenants, and conditions herein shall be binding upon the parties to this Agreement, their heirs, assigns, successors, administrators, and representatives forever. G~o~~~~'y 12. INDEMNIFICATION AND HOLD HARMLESS. Each party agrees to indemnify and hold the other party, its heirs, assigns, successors, administrators, and representatives harmless of and from any and all claims, actions, liabilities, losses, damages, suits or causes of action brought by any third party, person or entity as a result of any incident, event or occurrence giving rise to such claims, to the extent such claims, actions, liabilities, losses, damages, suits or causes of action are caused by any negligent act, error or omission of the indemnifying party or any person or organization for whom indemnifying party is legally liable. 13. LIMITATION OF LIABILITY. Contractor's liability for any cause or combination of causes is, in the aggregate, limited to an amount no greater than the fee paid to Contractor hereunder or available insurance coverage delineated herein, whichever is greater. 14. GOVERNING LAW. It is understood and agreed by the parties that this Agreement shall be governed by and enforced in accordance with the laws of the State of Texas. IN WITNESS WHEREOF, this Agreement was executed by the parties as of the Effective Date. GATEWAY PLANNING GROUP, INC. ~ By: Date: August 3 I, 2009 (Authorized signature) Scott Polikov Its: President By: RJr~ (Client Authorized signature) PCt~ fYlQSmn (Client Printed name) Its: f(~si dtltt- Date: r ( If~/O <] , PROFESSIONAL SERVICES AGREEMENT Page 2