Orange County NC Website
Browse       Search
4.3 The schedule and compensation may be influenced by the availability of information, <br />public and regulatory agency concerns, weather, and numerous other factors that may <br />not be foreseen during initial project planning. The CLIENT and CONSULTANT will <br />negotiate in good faith and mutually agree on the proposed schedule and cost changes <br />as they occur and as appropriate. <br />4.4 Services additional to those set forth in this Agreement will be performed and completed <br />within the time period and compensation agreed to in writing by the parties at the time <br />such services are authorized. <br />4.5 If any time period within or date by which any of CONSULTANT'S services are to be <br />performed is exceeded for reasons outside of CONSULTANT'S reasonable control, all rates, <br />measures and amounts of compensation and the time for completion of performance shall <br />be subject to equitable adjustment. <br />ARTICLE S. CONFIDENTIALITY <br />5.1 The CONSULTANT and the CLIENT (including the employees, officers, agents, and directors <br />of the respective parties) shall treat as confidential and proprietary, and will not disclose to <br />others during or subsequent to the term of this Agreement, except as is necessary to <br />perform the work under this Agreement, any information whether verbal or written, of any <br />description whatsoever, (including any technical information, experience, or data) <br />regarding either party's plans, programs, plants, processes, products, costs, equipment, or <br />operations which may come within the knowledge of the parties in the performance of this <br />Agreement, without in each instance securing the prior written consent of the other party. <br />Nothing contained within this Article shall prevent either party from disclosing to others, or <br />using in any manner, information which has been published and has become part of the <br />public domain other than by acts, omissions, or fault of either party; has been furnished or <br />made known to either party by third parties directly or indirectly; or was developed <br />independently by either party. <br />5.2 In the event that either party shall be required by subpoena, court, or administrative order <br />to disclose any of the information deemed by this Agreement to be confidential and /or <br />proprietary, that party shall give immediate written notice to the other party. Upon receipt <br />of the notice, the party whose information may be disclosed shall have the right to <br />interpose all objections to the disclosure as long as those interpositions do not prejudice <br />the position or rights of the CONSULTANT. <br />ARTICLE 6. WARRANTY <br />6.1 In performing services, CONSULTANT agrees to exercise professional judgment made on <br />the basis of the information available to CONSULTANT, and to use the same degree of care <br />and skill ordinarily exercised in similar circumstances by reputable consultants performing <br />comparable services. This standard of care shall be judged as of the time and place the <br />services are rendered, and not according to later standards. Reasonable people may <br />disagree on matters involving professional judgment and, accordingly, a difference of <br />opinion on a question of professional judgment shall not excuse CLIENT from paying for <br />services rendered or result in liability to CONSULTANT. <br />Page 3 of 6 <br />