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<br /> 11.3.3 In the event of termination by reason of a material breach of the Agreement by the Designer,the Designer shall be paid that
<br /> portion of its fees and expenses that it has earned to the date of termination, less any costs or expenses incurred by Owner proximately
<br /> caused by errors or omissions of the Designer or by reason of the Designer's breach of this Agreement.
<br /> 11.3.4 Should this Agreement be terminated as provided under this Article 11 the Owner shall be granted, at no additional cost,
<br /> ownership of all documents, drawings, and electronic databases relating to the Project, including the ownership and use of all drawings,
<br /> specifications, documents and materials relating to the Project prepared by or in the possession of the Designer. The Designer shall turn
<br /> over to the Owner within seven(7)business days and in good unaltered condition reproducibles of all original drawings, specifications,
<br /> documents, electronic data bases and materials. In the event of such termination, and should the Owner use such drawings for completion
<br /> of the Project,the Owner shall indemnify and hold the Designer harmless,to the extent authorized by North Carolina Law, from and
<br /> against any cost, expense, damage or claim arising out of the loss of life,personal injury or damage occasioned wholly or in part by any
<br /> act or omission by the Owner, its contractor(s),agents or employees in connection with Owner's use of such drawings,plans,
<br /> specifications,renderings,models and other work provided as part of Basic Services and Additional Services, as may have been amended.
<br /> The Designer specifically agrees to incorporate the provisions of this paragraph in all contracts for the services of Designer's Consultants.
<br /> The Owner agrees that the Designer and its consultants may retain one set of drawings for its records.
<br /> 11.3.5 [Deleted]
<br /> 11.4 Suspension
<br /> 11.4.1 The Owner may,in writing, order the Designer to suspend, delay or interrupt all or any part of its Services on the Project for the
<br /> convenience of Owner.
<br /> 11.4.2 In the event the Designer believes that any suspension, delay or interruption of any or all of the Work on the Project,may require
<br /> an extension of the duration of Basic Services or an increase in the level of staffing by Designer, it shall so notify the Owner and propose
<br /> an amendment of the Key Milestone Listing for consideration of the Owner. Such amendment or extension shall be effective only upon
<br /> the written approval of the Owner,which will not be withheld unreasonably.
<br /> 11.4.3 A suspension, delay or interruption of the Project shall not terminate this Agreement;provided,however,that if such suspension,
<br /> delay or interruption causes a suspension of the Designer's services for a period exceeding ninety(90) days,the Designer's compensation
<br /> for Basic Services shall be equitably adjusted upon mutual agreement of the parties. If the delay is more than ninety(90) days,Designer
<br /> may terminate this Agreement. [Deleted]
<br /> 11.5 Waiver
<br /> 11.5.1 The payment of any sums by the Owner under this Agreement or the failure of the Owner to require compliance by the Designer
<br /> with any provisions of this Agreement or the waiver by the Owner of any breach of this Agreement shall not constitute a waiver of any
<br /> claim for damages by the Owner for any other breach of this Agreement or a waiver of any other required compliance with this Agreement
<br /> by the Designer.
<br /> 11.5.2 Owner and Designer mutually waive any claim against each other for consequential damages. Consequential Damages include:
<br /> A. Damages incurred by Owner for loss of use, income,financing,or business; and
<br /> B. Damages incurred by Designer for office expenses,including personnel,loss of financing,profit,income,business,
<br /> damage to reputation, or any other non-direct damages.
<br /> ARTICLE 12
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<br /> Revised 01/24
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