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REV 9.29.17 <br /> ARTICLE 4 <br /> OWNERSHIP AND USE OF DOCUMENTS <br /> The Design Documents prepared by Professional Firm as instruments of service are and shall <br /> remain the property of the Professional Firm whether the Project for which they are created is executed or <br /> not. However, the Owner shall be permitted to retain copies, including reproducible copies, of the <br /> Design Documents for information and reference in connection with the Owner's use and occupancy of <br /> the Project. In addition, Owner shall have an irrevocable, paid-up, perpetual license and right, which <br /> shall survive the termination of this Agreement, to use the Design Documents and the ideas and designs <br /> contained in them for any purpose,with or without participation of the Professional Firm. <br /> ARTICLE 5 <br /> DISPUTE RESOLUTION <br /> If a dispute arises out of or relates to the Agreement or these Terms and Conditions, or a breach <br /> thereof,the parties agree to negotiate prior to prosecuting a suit for damages. However,this section does <br /> not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief <br /> Either party may make a written request for a meeting within fourteen(14)calendar days after receipt of <br /> the request or such later period as agreed by the parties. Each party shall include, at a minimum, one(1) <br /> senior level individual with decision-making authority regarding the dispute. The purpose of this and any <br /> subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty <br /> (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the <br /> dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a <br /> written agreement signed by both parties, in which event the parties may proceed directly to mediation as <br /> described below. <br /> If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation <br /> process, the parties may select,within thirty (30)calendar days, a mediator trained in mediation skills to <br /> assist with resolution of the dispute. Should they choose this option, the Owner and the Professional Firm <br /> agree to act in good faith in the selection of the mediator and to give consideration to qualified <br /> individuals nominated to act as mediator.Nothing in the Contract prevents the parties from relying on the <br /> skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. <br /> The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the <br /> date of the first mediation session. The Owner and Professional Firm will share the mediator's fees <br /> equally and the parties will bear their own costs of participation such as fees for any consultants or <br /> attorneys they may utilize to represent them or otherwise assist them in the mediation. <br /> ARTICLE 6 <br /> PROJECT TERMINATION OR SUSPENSION <br /> This Agreement may be terminated by either party upon seven days written notice should the <br /> other party fail substantially to perform in accordance with its terms through no fault of the terminating <br /> Page 3 of 20 <br />