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DocuSign Envelope ID: D3623623-BE3A-4E89-A890-737C8ECOOB32
<br /> 9. Third-Party Rights: This agreement is solely for the benefit of the parties hereto and nothing herein, express or implied, is
<br /> intended to confer any right or remedy on any person other than CLIENT and CONSULTANT.
<br /> 10. Safety: CONSULTANT shall not be responsible for Site safety and shall have no right or obligation to direct or stop the work of
<br /> CLIENT's contractors,agents,or employees.
<br /> 11. Force Maieure: CONSULTANT shall not be responsible for any delays,damages, costs,expenses, liabilities or other problems
<br /> that may arise as a result of a force majeure. A"force majeure"is defined as any event arising from causes beyond the reasonable control
<br /> of CONSULTANT,including but not limited to fire, flood, unusual inclement weather, acts of God, civil strikes or labor disputes, riots,
<br /> acts or failures of government.
<br /> 12. Indemnity: CLIENT shall,to the fullest extent permitted by law,indemnify,defend and hold harmless the CONSULTANT from
<br /> and against any and all claims, liabilities, losses, damages, costs or expenses, including, without limitation, reasonable attorneys fees,
<br /> awards,fines,damages or judgments arising out of or relating to,any or all of the following: (a)any inaccurate,insufficient or incomplete
<br /> information provided to CONSULTANT by CLIENT; (b) any events,problems or circumstances arising out of or related to CLIENT's
<br /> negligence or breach of this Agreement; (c)any and all claims or liabilities resulting from CLIENT's(or CLIENT's contractors, agents,
<br /> employees or representatives)violation of federal,state or local statutes,regulation ordinances; and(d)all claims and liabilities resulting
<br /> from or related to Site conditions or hazardous substances or constituents introduced at the Site by any person or entity other than
<br /> CONSULTANT.
<br /> 13. Hazardous Substances and Constituents. The CLIENT agrees to advise the CONSULTANT upon execution of this Agreement
<br /> of any hazardous substances or any condition existing in,on or near the Project Site presenting a potential danger to human health,the
<br /> environment or equipment. By virtue of entering into this Agreement or of providing services hereunder,the CONSULTANT does not
<br /> assume control of,or responsibility for,the Project Site or the person in charge of the Project Site or undertake responsibility for reporting
<br /> to any federal, state or local public agencies, any conditions at the Project Site that may present a potential danger to the public,health,
<br /> safety or environment except where required of the CONSULTANT by law. In the event CONSULTANT encounters hazardous or toxic
<br /> substances or contamination significantly beyond that originally represented by CLIENT, CONSULTANT may suspend or terminate its
<br /> Services. CLIENT acknowledges that CONSULTANT has no responsibility as a generator,treater, storer, or disposer of hazardous or
<br /> I toxic substances found or identified at a site and CLIENT agrees to defend,indemnify,and hold harmless CONSULTANT,from any claim
<br /> or liability,arising out of CONSULTANT's performance of work under this Agreement and made or brought against CONSULTANT for
<br /> I[ any actual or threatened environmental pollution or contamination except to the extent that CONSULTANT has negligently caused such
<br /> 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 of
<br /> the remaining provisions shall not be impaired thereby. The Court shall instead reform or replace any void or unenforceable provision
<br /> with a valid and enforceable provision that gives meaning to the intention of the provision or shall strike the provision from the agreement.
<br /> IlI 16. Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating
<br /> r responsibility or liability between the CLIENT and the CONSULTANT shall survive the completion of the services and the termination of
<br /> this Agreement.
<br /> r 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 in
<br /> 1' 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.
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<br /> s_,, The El Group, Inc. 800.717.3472 www.eil.com ' ,
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