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ARTICLE 14 -MISCELLANEOUS PROVISIONS <br />14.1 Subcontract: The Subconsultant shall not further subcontract any services <br />or work to be performed under this Agreement, except as specified in the <br />Subconsultant's accepted Proposal, without prior written authorization from <br />the Client. Neither this Agreement nor any Subtier Subcontract will create <br />any contractual relationship between any Subtier Subconsultant and Client, <br />nor any liability of Client to any Subtier Subconsultant. <br />14.2 Assignment: The Subconsultant shall not transfer, assign or hypothecate its <br />interest in this Agreement without the written consent of the Client; and any <br />attempted transfer, assignment, or hypothecation without such written <br />consent shall be void and confer no rights upon any third person and shall <br />constitute a default hereunder. <br />14.3 Third-Party Liability: Except as specifically stated in this Agreement, this <br />Agreement does not create any rights or benefits to parties other than Client <br />and the Subconsultant. <br />14.4 Rights and Remedies: <br />14.4.1 No failures of or delay by the Client in the exercise of any right <br />under this Agreement shall constitute a waiver thereof, nor shall any <br />single or partial exercise of any such right preclude other or further <br />exercise thereof or of any other such right. The waiver by the Client of <br />any breach of any provision of this Agreement shall not be deemed to <br />be a waiver of any subsequent breach or of any other provision of this <br />Agreement. <br />14.4.2 Neither the Client's review, approval, nor payment for, any of the <br />services required under this Agreement shall be construed to have <br />operated as a waiver of any rights under this Agreement, or of any <br />cause of action arising out of the performance of this Agreement, and <br />the Subconsultant shall be and remain liable to the Client for damages <br />caused by the Subconsultant's deficient or negligent performance of <br />any of the work or services furnished under this Agreement. <br />14.4.3 The rights and remedies of the Client and the Subconsultant <br />provided for under this Agreement are in addition to any other rights <br />and remedies provided by law. <br />14.6 Applicable Law: In the performance of the work provided by this <br />Agreement, the Subconsultant shall comply with all applicable Federal, State <br />and local laws, rules, and regulations. This Agreement. shall be construed, <br />interpreted and applied in accordance with the laws of the State of North <br />Carolina. <br />14.7 Survival: All representations, indemnifications, warranties and guarantees <br />made in, required by or given in accordance with the Contract Documents, as <br />well as all continuing obligations indicated in the Contract Documents, <br />including dispute resolution requirements will survive final payment, <br />completion and acceptance of the work and termination or completion of the <br />Page 10 of l1 <br />