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(b)Fees shall be paid by Client within thirty(30)days of being claim. Any cause of action brought against Clayton shall be invoiced by Clayton. If the invoice is not paid within such period, brought within one-year of the work or services performed under Client shall be liable to Clayton for a late charge accruing from the this Agreement. date of such invoice to the date of payment at the lower of 18 percent per annum or the maximum rate allowed by law. 16. Waiver. Failure of either party to enforce any of its rights shall not constitute a waiver of such rights. If any provision (c)If Client fails to pay any invoice fully within thirty(30)days herein is held invalid or unenforceable, such provision shall after invoice date,Clayton may,at any time,and without waiving thereupon be deemed modified only to the extent necessary to any other rights or claims against Client and without thereby render it valid or excluded from this Agreement,as the situation incurring any liability to Client,elect to terminate performance of may require,and this Agreement shall be enforced and construed services immediately following written notice from Clayton to as if such provision has been included herein as so modified in Client. Notwithstanding any such termination of services,Client scope or applicability or had not been included herein,as the case shall pay Clayton for all services rendered by Clayton up to the may be. date of termination of services plus all interest,termination costs and expenses incurred by Clayton. Client shall reimburse Clayton 17. Termination of Agreement. Notwithstanding any other for all costs and expenses of collection, including reasonable provisions of this Agreement, either party may terminate this attorney's fees. Agreement at any time,in whole or in part,by providing written notice of termination to the other party. Except as otherwise 11. Non-Disclosure Agreement. The technical and pricing mutually agreed by Clayton and Client, termination shall be information contained in any proposal or other documents effective ten (10) days from receipt of the notice. Client shall submitted to Client by Clayton is to be considered confidential compensate Clayton for work performed prior to termination,plus and proprietary and shall not be released or disclosed to a third all reasonable costs incurred as a result of termination,on a time- party without Clayton's written consent. and-materials basis in accordance with Clayton's current hourly rates,if Client terminates this Agreement,or if Clayton terminates 12. Use of Data. Clayton shall not be responsible for any loss, it for good legal cause. liability,damage,expense or cost arising from any use of Clayton's analyses,reports,certifications or advice,which is contrary to,or 18. Complete Agreement. These Terms and Conditions and the inconsistent with, or beyond the provisions and purposes set Companion Documents constitute the full and complete forth therein or included in these Terms and Conditions,or in the Agreement of the parties and may only be amended, added to, Companion Documents. Client understands superseded or waived in writing signed by both parties that and agrees that Clayton's analyses, reports, and certifications specifically states that it is an amendment of this Agreement. shall be used solely by the Client. Reference by Clayton or Client to any purchase or work number or order supplied by Client shall be for accounting identification 13. Independent Contractor. In performing its services under purposes only and shall have no other legal effect. this Agreement, Clayton shall be deemed to be acting as an independent contractor,and it is not an agent,servant,employee, or representative of Client. Clayton shall not be responsible for the activities of any contractors or subcontractors or their employees or agents at the Site unless retained by Clayton(in which event Clayton shall be responsible solely for monitoring their performance of the services in accordance with generally accepted practices of Clayton's profession). 14. Assi ng ment. There shall be no assignment of the rights or obligations in this Agreement by either party without the written s:U.EGALWGREEMEMT&C-e..ocoiumn.dm consent of the other party and any assignment shall be null and void and shall render the corresponding duties and obligations of the other party null and void. 15. Cause of Action. If Client makes a claim against Clayton, for any alleged error, omission, or other act arising out of the performance of its professional services and to the extent the Client fails to prove such claim,then the Client shall pay all costs including attorney's fees incurred by Clayton in defending the Consulting Services Terms and Conditions 4 of 4 (7/01)