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The EI Group, Inc. x 800.717.3472 x www.ei1.com
<br />12. Indemnity: CLIENT shall, to the fullest extent permitted by law, indemnify, defend and hold harmless the CONSULTANT
<br />from and against any and all claims, liabilities, losses, damages, costs or expenses, including, without limitation, reasonable attorney’s
<br />fees, awards, fines, damages or judgments arising out of or relating to, any or all of the following: (a) any inaccurate, insufficient or
<br />incomplete information provided to CONSULTANT by CLIENT; (b) any events, problems or circumstances arising out of or related to
<br />CLIENT’s negligence or breach of this Agreement; (c) any and all claims or liabilities resulting from CLIENT’s (or CLIENT’s
<br />contractors, agents, employees or representatives) violation of federal, state or local statutes, regulation ordinances; and (d) all claims
<br />and liabilities resulting from or related to Site conditions or hazardous substances or constituents introduced at the Site by any person or
<br />entity other than CONSULTANT.
<br />13. Hazardous Substances and Constituents. The CLIENT agrees to advise the CONSULTANT upon execution of this
<br />Agreement of any hazardous substances or any condition existing in, on or near the Project Site presenting a potential danger to human
<br />health, the environment or equipment. By virtue of entering into this Agreement or of providing services hereunder, the
<br />CONSULTANT does not assume control of, or responsibility for, the Project Site or the person in charge of the Project Site or undertake
<br />responsibility for reporting to any federal, state or local public agencies, any conditions at the Project Site that may present a potential
<br />danger to the public, health, safety or environment except where required of the CONSULTANT by law. In the event CONSULTANT
<br />encounters hazardous or toxic substances or contamination significantly beyond that originally represented by CLIENT,
<br />CONSULTANT may suspend or terminate its Services. CLIENT acknowledges that CONSULTANT has no responsibility as a
<br />generator, treater, storer, or disposer of hazardous or toxic substances found or identified at a site and CLIENT agrees to defend,
<br />indemnify, and hold harmless CONSULTANT, from any claim or liability, arising out of CONSULTANT's performance of work under
<br />this Agreement and made or brought against CONSULTANT for any actual or threatened environmental pollution or contamination
<br />except to the extent that CONSULTANT has negligently caused such pollution or contamination.
<br />14. Termination: Either party may terminate the Services with or without cause upon thirty (30) days advance written notice. If
<br />CLIENT terminates without cause or if CONSULTANT terminates for cause, CLIENT will pay CONSULTANT costs incurred, non-
<br />cancelable commitments, and fees earned to the date of termination and through demobilization, including any cancellation charges of
<br />vendors and subcontractors, and all demobilization costs.
<br />15. Severability: If any of the provisions contained in this agreement are held illegal, invalid or unenforceable, the enforceability
<br />of the remaining provisions shall not be impaired thereby. The Court shall instead reform or replace any void or unenforceable
<br />provision with a valid and enforceable provision that gives meaning to the intention of the provision or shall strike the provision from
<br />the agreement.
<br />16. Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating
<br />responsibility or liability between the CLIENT and the CONSULTANT shall survive the completion of the services and the termination
<br />of this Agreement.
<br />17. Complete Agreement: The Parties acknowledge this Agreement, including the Scope of Work or Proposal attached hereto
<br />constitutes the entire Agreement between them. Unless stated otherwise in this Agreement, this Agreement may not be modified except
<br />in a writing signed by both parties.
<br />18. Applicable Law. This agreement shall be construed and enforced in accordance with the laws of the State of North Carolina,
<br />excluding only its conflict of laws principles.
<br />DocuSign Envelope ID: 22367E6B-5942-47DA-B321-4ACB7F6086D4
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