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the scope of services included with ZA,�t,,Iclm�!'ent is that yhjch jC1 ENT agreed to or selected in light of his own risk preferences -uid other
<br />considerations.
<br />p) Holding CONDOR Harrrtless - CLIENT understands that "holding, CONDOM haiinless" would, among other things, require CLIENT to
<br />compensate CONDOR for any time spent or expen_ces igquWd byCbNDOPt in defense of any claim for which CLIENT has agreed to
<br />indemnify CONDOR, and that such compentsatiupon COK)OR's current fee schedule and expense reimbursement policy.
<br />�NVV r" `• ,
<br />6. OWNERSHIP OF INSTRUMENTS OFERVICEVI
<br />All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates and other documents prepared by CONDOR as
<br />instruments of service shall remain the property of CONDOR. CONDOR shall retain these records for a period of one (1) year following
<br />submission of reports related to the scope of work included in approved Work Orders, during which period they will be made available to
<br />CLIENT at all reasonable times.
<br />7, DISPUTE RESOLUTION
<br />a) Curing a Breach - In the event either party believes that the other has committed a material breach of this Agreement, the party maintaining
<br />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
<br />the causes for termination as stated in the termination notice. If such a cure can be effected prior to the date by which termination otherwise
<br />would be effective, both parties shall commit their understanding to writing, and termination shall not become effective. If in curing an actual
<br />or alleged breach either party shall waive any rights otherwise inuring to them by virtue of this Agreement, such waiver shall not be construed
<br />to in any way affect future application of the provision involved or any other provision.
<br />b) Arbitration - All claims, disputes, and other matters in question between the parties to this Agreement, arising out of or relating to this
<br />Agreement of the breach thereof, shall be decided by arbitration in accordance with the then -most current rules of the American Arbitration
<br />Association, if the parties mutually agree.
<br />8. SUSPENSION
<br />Upon fourteen (14) calendar days' written notice to CONDOR CLIENT may suspend CONDOR's work. If payment of CONDOR's invoices is
<br />not maintained on a thirty (30) calendar day current basis by CLIENT, CONDOR may by giving fourteen (14) calendar days' written notice to
<br />CLIENT suspend further work until payment is restored to a current basis. Suspension for any reason exceeding forty-five (45) calendar days
<br />shall, at CONDOR's option, make this Agreement subject to renegotiation or termination, as provided for elsewhere in this Agreement Any
<br />suspension shall extend the time schedule for performance in a manner that is satisfactory to both CLIENT and CONDOR, and CONDOR
<br />shall be compensated for services performed and charges incurred priorio the suspension date, plus suspension charges.
<br />Suspension charges may include, but shall not be limited to, services and costs associated with putting analyses and documents in order,
<br />rescheduling and reassigning personnel and/or equipment and issuing necessary or customary notices to appropriate government agencies.
<br />Compensation to CONDOR shall be based upon CONDOR's current fee schedule and expense reimbursement policy.
<br />9. TERMINATION
<br />CLIENT or CONDOR may terminate this Agreement for reasons identified elsewhere in this Agreement, or for other reasons which may arise.
<br />In the event such termination becomes necessary, the party effecting termination shall so notify the other party, and the termination will
<br />become effective fourteen (14) calendar days after receipt of the termination notice. Irrespective of which parry shall effect termination or the
<br />cause therefor:, CLIENT shall within thirty (30) calendar days of termination remunerate CONDOR for services rendered and costs incurred,
<br />in accordance with CONDOR's current fee schedule and expense reimbursement policy. Services shall include those rendered up to the time of
<br />termination, as well as those associated with termination itself, such as demobilizing, modifying schedules, reassigning personnel, and so on.
<br />Costs shall include those incurred up to the time of termination, as well a those associated with termination and post -termination activities, such
<br />as demobilization, decontaminating and,'or disposing of equipment disposal and replacement of contaminated consumables, and so on.
<br />10. MISCELLANEOUS
<br />a) Governing Law - The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties hereunder,
<br />shall be governed by the laws of the State of Calitom,a.
<br />b) Waiver -The parties agree that a waiver of breach of one terns, coycnant or condition of this Agreement is not a waiver of breach of others, nor
<br />of subsequent breach of the one waived.
<br />c) Severability - CLIENT and CONDOR have entered into this Agreement of their own free will, to communicate to one another mutual
<br />understandings and responsibilities. Any element of this Agreement later held to violate a law or regulation shall be deemed void, and all
<br />remaining provisions shall continue in force. However, CLIENT and CONDOR will in good faith attempt to replace an invalid or
<br />unenforceable provision with one that is valid and enforceable, and which comes as close as possible to expressing the intent of the original
<br />provision.
<br />d) Headings - The headings contained in this Agreement are for convenience of reference only and in no way, limit or define the scope of this
<br />Agreement.
<br />e) Entire Agreement - This Agreement constitutes the sole and only agreement between the parties respecting this Agreement and correctly sets
<br />forth the obligations of the paries to each other as of its date. Any agreements or representations respecting the subject of this Agreement not
<br />expressly set forth in this Agreement are null and void.
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