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the scope of services included with this Agreement is that which CLIENT agreed to or selected in light of his own risk preferences and other considerations. p) Holding CONDOR Harmless - CLIENT understands that "holding CONDOR harmless" would. among other things, require CLILNT to compensate CONDOR for any time spent or expenses incurred by CONDOR in defense of any claim for which CLIENT has agreed to indemnify CONDOR. and that such compensation will be based upon CONDOR's current fee schedule and expense reimbursement policy 6. OWNERSHIP OF INSTRUMENTS OF SERVICE All reports, boring logs, field data, field notes, laboratory test data calculations, estimates and other documents prepared by CONDOR as instruments of service shall remain the property of CONDOR. CONDOR shall retain these records for a period of one (1) year following submission of reports related to the scope of work included in approved Work Orders, during which period they will be made available to CLIENT at all reasonable times. 7. DISPUTE RESOLUTION a) Curing a Breach - In the event either puny believes that the other has committed a material breach of this Agreement, the party maintaining such a belief shall issue a termination notice to the other identifying the facts as perceived, and both parties shall bargain in good faith to cure the causes for termination as stated in the termination notice_ If such a cure can be effected prior to the date by which terrmnation otherwise would be effective, both parties shall commit their understanding to writing, and termination shall not become cflcctive. If in curing an actual or alleged breach either party shall waive any rights otherwise inuring to them by virtue of this Agreement such waiver shall not be construed to in any way aftcct future application of the provision involved or any other provision. b) Arbitration - All claims, disputes, and other matters in question between the parties to this Agreement, ansing out of or relating to this Agreement of the breach thereof, shall be decided by arbitration in accordance with the then -most current rules of the American Arbitration Association, if the panics mutually agree. 8. SUSPENSION Upon fourteen (14) calendar days' written notice to CONDOR CLIENT may suspend CONDOXs work. If payment of CONDOR's invoices is not maintained on a thirty (30) calendar day current basis by CLIENT, CONDOR may by giving fourteen (14) calendar days' written notice to CLIENT suspend further work until payment is restored to a current basis. Suspension for any reason exceeding forty-five (45) calendar days shall, at CONDOR's option, make this Agreement subject to renegotiation or termination, as provided for elsewhere in this Agreement Any suspension shall extend the time schedule for performance in a manner that is satisfactory to both CLIENT and CONDOR, and CONDOR shall be compensated for services performed and charges incurred prior to the suspension date, plus suspension charges Suspension charges may include, but shall not be limited to, services and costs associated with putting analyses and documents in order, rescheduling and reassigning personnel and/or equipment and issuing necessary or customary notices to appropriate government agencies. Compensation to CONDOR shall be based upon CONDOR's current fee schedule and expense reimbursement policy. 9. TERMINATION CLIENT or CONDOR may terminate this Agreement for reasons identified elsewhere in this Agreement, or for other reasons which may arise. In the event such termination becomes necessary, the party ettecting termination shall so notify the other party, and the termination will become effective fourteen (14) calendar days after receipt of the termination notice. Irrespective of which party shall effect termination or the cause therefore. CLIENT shall within thirty (30) calendar days of termination remunerate CONDOR for services rendered and costs incurred, its accordance with CONLXJR's current lee schedule and expense reimbursement policy Services shall include those rendered up to the time of termination, as well as those associated with termination itself, such as demobilizing, modifying schedules, reassigning personnel, and soon. Costs shall include those incurred up to the time of termination, as well a those associated with termination and p(st-termination activities, such as demobilization, decontaminating anc for disposing of equipment disposal and replacement of contanunated consumables, and so on. 10. MISCELLANEOUS a) Goveming Lace - The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall he governed by the laws of the Slate of California. b) \k aiver - The parties agree that a waiver of breach of one term, covenant or condition of this Agreement is not a waiver of breach of others. nor of subsequent breach of the one waived C) Severabilin - CLIENT and CONDOR have entered into this Agreement of their own lice will, to communicate to one another mutual understandings and responsibilities. Any element of this Agreement later held to violate a law or regulation shall be deemed void, and all remaining provisions shall continue in force, Howevcr. CLIENT and CONDOR will in good faith attempt to replace an invalid or unenforceable provision with one that is valid and enforceable. and which comes as close as possible to expressing the intent of the original provision. d) I I • imus - The headings contained in this Agreement are for cunvemence of reference only and in no way limit or define the scope of this Agreennent. V) inure Agreement - This Agreement constitutes the sole and only agreement between the parties respecting this Agreement and correctly sets torch the obligations of the parties to each other as of its date. Any agreements or representations respecting the subject of this Agreement not expressly scot firth in this Agreement are null and void. +A `4) Page 5 of 6 CONDOR