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<br />previously known to IN in the public domain, as Client expressly designates in writing to be "Confidential." The
<br />provisions of this paragraph shall not apply to information in whatever form which (i) is published or comes into the
<br />public domain through no fault of IN, (ii) is furnished by or obtained from a third party who is under no obligation to
<br />keep the information confidential, or (iii) is required to be disclosed by law on order of a court, administrative agency
<br />or other authority with proper jurisdiction.
<br />Section 10. Independent Contractor. IN's relationship with the Client under this Agreement shall be
<br />that of independent contractor. The employees, methods, equipment, and facilities used by IN shall at all times be
<br />under its exclusive direction and control, and the Client shall not exercise control over IN except insofar as may be
<br />necessary to ensure performance and compliance with this Agreement.
<br />Section 11. Insurance. IN agrees to purchase and maintain at its own expense worker's compensation
<br />insurance, employer liability insurance, general liability insurance, and automobile liability insurance. Certificates of
<br />insurance shall be provided to Client upon request in writing. Within the limits and conditions of such insurance, IN
<br />agrees to reimburse the Client for any damages sustained by the client which are covered by IN's insurance to the
<br />extent of the limitations and exclusions contained within said insurance policies and Sections 12 and 13 of this
<br />Agreement. IN agrees to purchase additional insurance as requested by the Client (presuming such insurance is
<br />available) provided the premiums for such additional insurance are reimbursed by the Client.
<br />Section 12. Indemnification. IN shall defend, indemnify, and hold the Client harmless from and
<br />against any claim asserted by any person or entity (other than an officer, director, employee or agent of Client)
<br />arising out of (i) IN's negligence or (ii) IN's breach of any obligation or responsibility imposed on it by the
<br />provisions of this Agreement, subject to the limitations and exclusions contained herein in Sections 11 and 13. Client
<br />shall defend, indemnify, and hold IN harmless from and against any claim asserted by any person or entity (other
<br />than an officer, director, employee, or subcontractor of IN) arising out of (i) Client's negligence or (ii) client's breach
<br />of any obligation or responsibility imposed on it by the provisions of this Agreement. ~
<br />Section 13. Liability Limitation. IN's liability to the Client for any loss or damage, including, but not
<br />limited to, special and consequential damages, arising out of or in connection with this Agreement from any cause,
<br />including IN's professional negligence, errors, or omissions shall not exceed the greater of $50,000 or the
<br />compensation received by IN hereunder, and Client hereby releases IN from any liability above such amount.
<br />Section 14. DisPutes. If a dispute arises relating to the performance of the Services covered by this
<br />Agreement, and legal or other costs are incurred, the prevailing party shall be entitled to recover all reasonable costs
<br />incurred in the defense of the claim, including staff time at current billing rates, court costs, attorney's fees, and other
<br />claim-related expenses. In the event of any litigation, Client agrees to pay to Engineer interest on all past due
<br />balances at the rate of twelve percent (12 %) per annum. ,
<br />Section 15. Termination. This Agreement may be terminated by either party upon thirty (30) days
<br />written notice in the event of substantial failure of performance by the other party or if the Client suspends the work
<br />for more than three months. In the event of termination, IN shall be paid for services performed prior to the
<br />termination notice date plus reasonable termination expenses, including the cost of completing analyses, records, and
<br />reports necessary to document job status at the time of termination.
<br />Section 16. No Waiver. The failure of a party to enforce strictly any provision of this Agreement shall
<br />not be deemed to act as a waiver of any provision, including the provision not so enforced.
<br />Section 17. Choice of Law. This Agreement is deemed to be made under and shall be construed
<br />according to the laws of the State of Texas.
<br />Section 18. Successors and Assi2DlI1ents. The Client and IN each binds itself and its successors,
<br />executors, administrators, and assigns to the other party of this Agreement and to the successors, executors,
<br />administrators, and assigns of such other party, in respect to all covenants of this Agreement.
<br /> JONES & NEUSE
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