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REV 11.21.17 <br />ARTICLE 6 <br />PROJECT TERMINATION OR SUSPENSION <br />This Agreement may be terminated by either party upon seven days written notice should the other <br />party fail substantially to perform in accordance with its terms through no fault of the terminating party and <br />such failure is not fully cured in the seven day notice period. This Agreement may be terminated by the <br />Owner for any reason upon 15 days written notice to Professional Firm. <br />In the event of termination through no fault of the Professional Firm, Professional Firm shall be <br />equitably compensated for all Professional Firm Services performed and Reimbursable Expenses incurred <br />prior to termination in accordance with this Agreement. <br />ARTICLE 7 <br />MISCELLANEOUS PROVISIONS <br />Entire Agreement. This Agreement supersedes all prior agreements, written or oral, between <br />Professional Firm and Owner and constitutes the entire and integrated Agreement and understanding between <br />the parties with respect to the subject matter of the Agreement. This Agreement may only be amended by a <br />written instrument signed by both parties. <br />Assiannient. This Agreement is a personal service contract for the services of Professional Firm, and <br />Professional Firm's interest in this Agreement, duties hereunder and/or fees due hereunder may not be <br />assigned or delegated to a third party. <br />Applicable Law. The Agreement will be governed by and construed under the laws of the State of <br />Texas. Any controversy, claim or dispute arising out of or relating to this Agreement will be brought in a state <br />court of competent jurisdiction in Hays County or, if in federal court, in the Federal Western District of Texas, <br />Austin Division for trial. <br />Waiver. A delay or omission by either party in exercising any right or power under the Agreement <br />shall not be construed as a waiver of that right or power. A waiver by either party of any tern or condition <br />of the Agreement shall not be construed as a waiver of any subsequent breach of that term or condition or of <br />any other term or condition of the Agreement. <br />Severability. If any provision of this Agreement is determined to be invalid or unenforceable in any <br />respect, that determination shall not affect any other provision of this Agreement which shall be interpreted <br />as if the invalid or unenforceable provision had not been included. <br />Independent Contractor. Professional Firm recognizes that Professional Firm is engaged as an <br />independent contractor and acknowledges that Owner shall have no responsibility to provide Professional <br />Firm or its employees with any benefits normally associated with employee status. Professional Firm will <br />neither hold itself out as nor claim to be an officer, partner, employee or agent of Owner. <br />Family Code Child Support Certification. If State funds are being used in in the procurement of the <br />services described in Exhibit A, pursuant to Section 231.006, Texas Family Code, Professional Firm <br />