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F If CLIENT fails to pay invoiced amounts within thirty(30)calendar days of the date of the invoice,CONDOR may at any time.without waiving any other claim against CLIENT and without thereby incurring any liability to CLIENT, suspend this Agreement (as provided for in Section 8, Suspension) or terminate this Agreement(as provided for in Section 4,Termination). (c) Books of Account-CONDOR shall maintain books and accounts of all charges in accordance with generally accepted accounting principals. At all times during the performance of CONI)OR's duties and for a period of one(1)year after completion thereof,CLIENT shall.upon reasonable notice and during business hours,have access to said books and accounts to the extent necessary to verify all charges and costs of CONDOR. (d) Changed Conditions-CLIENT has relied on CONDOR's judgment in establishing the geotechnical engineering workscope and fee for this project, given the project's nature and risks. CLIENT shall therefore rely on CONDOR's judgment as to the continued adequacy of this Agreement in light of occurrences or discoveries that were not originally contemplated by or known to CONDOR Should CONDOR call for contract renegotiation, CONDOR shall identify the changed conditions which in CONDOR's professional judgment make such renegotiation necessary,and CONDOR and CLIENT shall promptly and in good faith enter into renegotiation of this Agreement to permit CONDOR to continue to meet CLIENT's needs. If renegotiated terms cannot be agreed to. CLIENT agrees that CONDOR has an absolute right to terminate this Agreement. 3. DELAYS In the event that CONDOR's field or technical work is interrupted due to causes beyond its control,CONDOR shall be compensated for the labor, equipment and other costs CONDOR incurs in order to maintain its woridbrce for CLIENT's benefit during the interruption,or at CLIENT's option, the various costs CONDOR incurs for demobilization and subsequent remobilization. Compensation to CONDOR shall be based upon CONDOR's prevailing'fee schedule and expense reimbursement policy. Except for the foregoing provision.neither part},shall hold the other responsible for damages or delays in performance caused by acts of God or other circumstances beyond the control of the other party,and which could not reasonably have been anticipated or prevented. for purposes of this Agreement,acts of God and other circumstances include.but are not necessarily limited to, unusual weather. floods. epidemics. war, riots, strikes, lockouts or other industrial disturbances, protest demonstrations. unanticipated site conditions,or inability.despite reasonable diligence,to supply personnel,equipment or material to the project. Should such acts occur.CLIENT and CONDOR shall utilize their best efforts to overcome the resulting difficulties and resume conduct of services called for herein as soon as reasonably possible. Delays within the scope of this provision that cumulatively exceed forty-five(45)calendar days shall,at the option of either party,make this Agreement subiect to renegotiation or termination. , 4. CONFIDENTIALITY (a) CONDOR agrees to keep confidential and not to disclose to any person or entity,other than CONDOR's employees and subcontractors.without the prior consent of CLIENT, all data and information not previously known to and generated by CONDOR or furnished to CONDOR and marked CONFIDENTIAL by CLIENT in the course of CONDOR's performance hereunder; provided,however,that this provision shall not apply to data which are in the public domain,or were previously known to CONDOR,or which were acquired by CONDOR independently from third parties not under any obligation to CLIENT to keep said data and information confidential. These provisions shall not apply to information in whatever form that comes into the public domain through no fault of CONDOR,nor shall they be interpreted to in any way restrict CONDOR from complying with an order to provide information or data when such order is issued by a court, administrative agency or other authority with proper jurisdiction. CLIENT agrees that CONDOR may use and publish CLIENT's name and a general description of CONDOR's services with respect to the project i in describing CONDOR's experience and qualifications to other clients and prospective clients. CLIENT also agrees that any patentable or copyrightable concepts developed b) CONDOR as a consequence of its service hereunder are the sole and exclusive property of CONDOR (b) The technical and pricing information contained in any proposal submitted by CONDOR as to this project,or in this Agreement or any addendum thereto,is to be considered confidential and proprietary,and shall not be released or otherwise made available to any third party without the express written consent of CONDOR I 5. INDENT IFICATION' PROVISIONStRISiiS (a) Scone of Services-CLIENT recognizes that geotechnical engineering for a given project begins with development of a scope of services specifically for that project.reflecting the preferences of both CLIENT and CONDOR. The scope of services for this project was developed by a parry other than CONDOR and thus CONDOR can make no claims as to its adequacy,since CONDOR was not involved in or privy to the information and considerations that it reflects. Accordingly.CONDOR is forced to assume that the scope of services is fully adequate for CLIENT's purposes,since CLIENT issued the workscope,and CONDOR assumes further that CLIENT has an alternafivc source from which to obtain any needed or desired services not listed. Accordingly,CLIENT waives any claim against CONDOR.and agrees to defend,indemnify and hold CONDOR harmless from any claim or liability•for injury or loss allegedly arising from CONDOR's failure to perform services limited by or not included in the CLIENT- provided scope of services. CLIENT also agrees to compensate CONDOR for any time spent or expenses incurred b} CONDOR in defense of any such claim. in accordance with CONDOR's prevailing fee schedule and expense reimbursement policy. I ;� I