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<br />The EI Group, Inc. • 800.717.3472 • www.ei1.com
<br />9. Third-Party Rights: This agreement is solely for the benefit of the parties hereto and nothing herein,
<br />express or implied, is intended to confer any right or remedy on any person other than CLIENT and
<br />CONSULTANT.
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<br />10. Safety: CONSULTANT shall not be responsible for Site safety and shall have no right or obligation to
<br />direct or stop the work of CLIENT’s contractors, agents, or employees.
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<br />11. Force Majeure: CONSULTANT shall not be responsible for any delays, damages, costs, expenses,
<br />liabilities or other problems that may arise as a result of a force majeure. A “force majeure” is defined as any
<br />event arising from causes beyond the reasonable control of CONSULTANT, including but not limited to fire,
<br />flood, unusual inclement weather, acts of God, civil strikes or labor disputes, riots, acts or failures of
<br />government.
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<br />12. Indemnity: CLIENT shall, to the fullest extent permitted by law, indemnify, defend and hold harmless
<br />the CONSULTANT from and against any and all claims, liabilities, losses, damages, costs or expenses,
<br />including, without limitation, reasonable attorneys fees, awards, fines, damages or judgments arising out of or
<br />relating to, any or all of the following: (a) any inaccurate, insufficient or incomplete information provided to
<br />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
<br />CLIENT’s contractors, agents, employees or representatives) violation of federal, state or local statutes,
<br />regulation ordinances; and (d) all claims and liabilities resulting from or related to Site conditions or hazardous
<br />substances or constituents introduced at the Site by any person or entity other than CONSULTANT.
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<br />13. Hazardous Substances and Constituents. The CLIENT agrees to advise the CONSULTANT upon
<br />execution of this Agreement of any hazardous substances or any condition existing in, on or near the Project Site
<br />presenting a potential danger to human health, the environment or equipment. By virtue of entering into this
<br />Agreement or of providing services hereunder, the CONSULTANT does not assume control of, or responsibility
<br />for, the Project Site or the person in charge of the Project Site or undertake responsibility for reporting to any
<br />federal, state or local public agencies, any conditions at the Project Site that may present a potential danger to the
<br />public, health, safety or environment except where required of the CONSULTANT by law. In the event
<br />CONSULTANT encounters hazardous or toxic substances or contamination significantly beyond that originally
<br />represented by CLIENT, CONSULTANT may suspend or terminate its Services. CLIENT acknowledges that
<br />CONSULTANT has no responsibility as a generator, treater, storer, or disposer of hazardous or toxic substances
<br />found or identified at a site and CLIENT agrees to defend, indemnify, and hold harmless CONSULTANT, from
<br />any claim or liability, arising out of CONSULTANT's performance of work under this Agreement and made or
<br />brought against CONSULTANT for any actual or threatened environmental pollution or contamination except to
<br />the extent that CONSULTANT has negligently caused such pollution or contamination.
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<br />14. Termination: Either party may terminate the Services with or without cause upon thirty (30) days
<br />advance written notice. If CLIENT terminates without cause or if CONSULTANT terminates for cause,
<br />CLIENT will pay CONSULTANT costs incurred, non-cancelable commitments, and fees earned to the date of
<br />termination and through demobilization, including any cancellation charges of vendors an d subcontractors, and
<br />all demobilization costs.
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<br />15. Severability: If any of the provisions contained in this agreement are held illegal, invalid or
<br />unenforceable, the enforceability of the remaining provisions shall not be impaired thereby. The Court shall
<br />instead reform or replace any void or unenforceable provision with a valid and enforceable provision that gives
<br />meaning to the intention of the provision or shall strike the provision from the agreement.
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<br />16. Survival. All obligations arising prior to the termination of this Agreement and all provisions of this
<br />Agreement allocating responsibility or liability between the CLIENT and the CONSULTANT shall survive the
<br />completion of the services and the termination of this Agreement.
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<br />17. Complete Agreement: The Parties acknowledge this Agreement, including the Scope of Work or
<br />Proposal attached hereto constitutes the entire Agreement between them. Unless stated otherwise in this
<br />Agreement, this Agreement may not be modified except in a writing signed by both parties.
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<br />18. Applicable Law. This agreement shall be construed and enforced in accordance with the laws of the
<br />State of North Carolina, excluding only its conflict of laws principles.
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<br />DocuSign Envelope ID: 437AC891-1630-4C22-8920-E7036A47B583
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