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DocuSign Envelope ID: 8D759C14- 37D5- 44D8- A8F3- B194B7034410
<br />Client fails to prove such claim, Client shall pay all costs and expenses, including attorneys' fees, incurred by an H &H Party
<br />in defending such claim.
<br />7. Confidentiality. H &H and Client shall hold confidential all business or technical information obtained
<br />from the other or its affiliates under this Agreement for a period of five (5) years after obtaining such information, and
<br />during that period shall not disclose such information without the other's consent except to the extent required for the
<br />following: (1) performance of services under this Agreement; (2) compliance with professional standards of conduct for
<br />preservation of the public safety, health and welfare; (3) compliance with any court order or other governmental directive;
<br />and/or (4) protection of the disclosing party against claims or liabilities arising from performance of services under this
<br />Agreement. The parties' obligations hereunder shall not apply to information in the public domain or information lawfully
<br />acquired on a non - confidential basis from others.
<br />8. Right of Entry and Property Responsibility. Client shall grant, or cause to be granted, at Client's expense,
<br />free access to any property upon which services are to be performed pursuant to this Agreement. H &H shall be responsible
<br />for its own activities at the property including the safety of its employees, but shall not assume control of or responsibility for
<br />the property or the safety of persons not in H &H's employ.
<br />9. Site Uncertainties. Because of inherent uncertainties in soils, foundations, groundwater, and other geotechnical
<br />or geoscience investigations, H &H reports and opinions with respect to the site condition and potential construction or
<br />clean -up costs are not guaranteed to be a representation of actual site conditions or costs, and the consequences of
<br />unanticipated conditions during subsequent activities at the project site are not the responsibility of H &H.
<br />10. Client Disclosures and Discovery of Different Site Conditions. H &H is not liable, and Client waives any
<br />claim for any consequence of any action of H &H, or incorrect advice, judgment or decision based on any incomplete or
<br />inaccurate information furnished by Client or third parties upon which H &H reasonably relies, and Client agrees to indemnify
<br />and hold H &H harmless against third -party claims resulting from such action, advice, judgment or decision, including
<br />without limitation attorneys' fees and other reasonable expenses of defending against such claims.
<br />11. Hazardous Substances and Waste.. Client warrants that, if it knows or suspects that Hazardous Substances
<br />and Waste may exist at the property, it has so informed H &H. For purposes of this Agreement, the term "Hazardous
<br />Substances and Waste" shall mean and include, but shall not be limited to, any elements, constituent, chemical, substance,
<br />compound, or mixture which are defined in or included under, or regulated by a local, state or federal law, rule, ordinance or
<br />regulation pertaining to environmental regulation, contamination, cleanup or disposal including, without limitation, the
<br />Comprehensive Environmental Response Compensation and Liability Act of 1980 ( "CERCLA "), the Superfund
<br />Amendments and Reauthorization Act of 1988 ( "SARA "), the Resource Conservation and Recovery Act ( "RCRA "), the
<br />Clean Water Act ( "CWA" ), the Clean Air Act ( "CAA "), the Marine Protection Research and Sanctuaries Act ( "MPRSA" ),
<br />the Occupational Safety and Health Act ( "OSHA'), including any state and local counterparts of such laws. Client shall be
<br />responsible for all costs and consequences arising from the discovery of unanticipated Hazardous Substances and Waste.
<br />Client also agrees that H &H has no responsibility as a handler, generator, operator, treater, storer, transporter, or disposer of
<br />Hazardous Substances and Waste found or identified at or near the project site.
<br />12. Termination /Suspension of Services. H &H may terminate or suspend its services upon ten (10) calendar
<br />days written notice if timely payment of invoices is not made. Upon termination or suspension for nonpayment, H &H
<br />may withhold any and all records, reports, investigations, analyses, and other data, documents or work product, until
<br />Client's account is current.
<br />Either party may terminate this Agreement upon not less than ten (10) days written notice to the other
<br />specifying any other substantial failure by the other party to perform in accordance with the terms of this Agreement
<br />through no fault of the terminating party. Such termination shall not be effective, however, if that substantial failure has
<br />been remedied before the expiration of the notice period.
<br />Upon any termination or suspension, H &H shall be paid for all authorized work performed up to the date of
<br />such termination or suspension, plus termination or suspension expenses, including, but not limited to, those related to
<br />reassignment of personnel, additional subcontractor costs, and any other direct and indirect costs or expenses resulting
<br />from such termination or suspension. H &H may complete, at Client's expense, any reports, records, investigations,
<br />analyses or other data or documents reasonably necessary to place H &H's files in order, or to protect H &H's
<br />professional reputation.
<br />D. Assignments and Subcontractors. Neither Client nor H &H shall assign or otherwise transfer its right, duties
<br />or obligations under this Agreement without the prior written consent of the other; provided, however, that H &H may
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<br />SMARTER ENVIRONMENTAL SOLUTIONS
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