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<br />ARTI CLE 7 <br /> <br />TERMINATION OF AGREEMENT <br /> <br />7.1 <br /> <br />This Agreement may be terminated by either party upon fifteen <br /> <br />(15) <br /> <br />days' <br /> <br />prior <br /> <br />written <br /> <br />notice <br /> <br />should <br /> <br />the <br /> <br />other <br /> <br />party <br /> <br />fail <br /> <br />substantially to perform in accordance with its terms through no fault <br />of the party initiating the termination. <br /> <br />7.2 <br /> <br />This Agreement may be terminated at will by the OWNER upon at <br /> <br />least fifteen (15) days' prior written notice to the ARCHITECT. <br /> <br />7.3 <br /> <br />In the event of termination as provided in this Article, the <br /> <br />ARCHITECT <br /> <br />shall <br /> <br />be <br /> <br />compensated <br /> <br />for <br /> <br />all <br /> <br />services <br /> <br />performed <br /> <br />to <br /> <br />termination date which are deemed by OWNER to be in accordance with <br /> <br />this Agreement. <br /> <br />Such amount shall be paid by the OWNER upon the <br /> <br />ARCHITECT's delivering or otherwise making available to the OWNER, all <br /> <br />data, drawings, specifications, reports, estimates, summaries, and such <br /> <br />other information and materials as may have been accumulated by the <br /> <br />ARCHITECT <br /> <br />in <br /> <br />performing <br /> <br />the <br /> <br />services <br /> <br />included <br /> <br />in <br /> <br />this <br /> <br />Agreement, <br /> <br />whether completed or in progress. <br /> <br />The expense of the reproduction of <br /> <br />these items shall be borne by the OWNER. <br /> <br />ARTICLE 8 <br /> <br />MISCELLANEOUS PROVISIONS <br /> <br />8.1 <br /> <br />Unless otherwise specified, this Agreement shall be governed <br /> <br />by the law of the principal place of business of the OWNER. <br /> <br />8.2 <br /> <br />Terms in this Agreement shall have the same meanings as those <br /> <br />in <br /> <br />the <br /> <br />construction <br /> <br />contract documents <br /> <br />executed by <br /> <br />the <br /> <br />OWNER <br /> <br />and <br /> <br />Contractor for this project. <br /> <br />8.3 <br /> <br />As between the parties to this Agreement, as to all acts or <br /> <br />failures to act by either party to this Agreement, <br /> <br />any applicable <br /> <br />statute of limitations shall commence to run and any alleged cause of <br /> <br />action shall be deemed to have accrued in any and all events when the <br />party commencing said cause of action knew or should have known of the <br /> <br />existence of the subject acts(s) or failure(s) to act. <br /> <br />8.4 <br /> <br />The ARCHITECT hereby agrees to protect, defend, and indemnify <br /> <br />the OWNER and its employees, agents, officers and servants from any and <br />all losses, claims, demands and causes of action of every kind arising <br /> <br />-7- <br />