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DISPUTES RESOLUTION All claims, disputes, and other matters in controversy between KANE GeoTech and CLIENT arising out of or in any way related to this AGREEMENT will be submitted to"alternative dispute resolution"(ADR)before and as a condition precedent to other remedies provided by law. If and to the extent CLIENT and KANE GeoTech have agreed on methods for resolving such disputes, then such methods will be set forth in the "Alternative Dispute Resolution Agreement which, if attached, is incorporated into and made a part of this AGREEMENT. If no specific ADR procedures is set forth in this AGREEMENT, then it shall be understood that the parties shall submit disputes to mediation as a condition precedent to litigation. If a dispute at law arises from matters related to the services provided under this AGREEMENT and that dispute requires litigation instead of ADR as provided above, then the claim will be brought and tried in judicial jurisdiction of the court of the State of California where KANE GeoTech's principal place of business is located and CLIENT waives the right to remove the action to any other county or judicial jurisdiction. If either party incurs attorney's fees to enforce this Agreement or because of a breach of this Agreement by the other party,the prevailing party shall be entitled to and awarded its costs(including but not limited to the costs of arbitration and experts) and reasonable attorneys' fees as set by the court or other arbiter from the other party. INSURANCE KANE GeoTech certifies that it has and will maintain in effect insurance coverage as set forth below: 1. Workers'Compensation and Employer's Liability: Complies with the laws of the State of California 2. General Liability:Comprehensive liability insurance in the amount of$1,000,000 3. Automobile Liability: Commercial automobile liability insurance in the amount of$1,000,000 4. Errors and Omissions. Professional Liability insurance in the amount of$1,000,000 5. Certificates:KANE GeoTech will provide certificates as evidence of the coverage described above to Client or to Client's clients, as requested. MISCELLANEOUS PROVISIONS The CLIENT and KANE GeoTech, respectively, bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement and to the partners,successors,assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither CLIENT nor KANF GeoTech shall assign this Agreement without the written consent of the other. All documents prepared or furnished by KANE GeoTech pursuant to this Agreement are instruments of service in respect of the Project. CLIENT may make and retain copies for information and reference in connection with the use and occupancy of the Project;however,such documents are not suitable for reuse by CLIENT or others on extensions of the Project or on any other project. Any reuse without written verification or adaptation by KANE GeoTech for the specific purpose intended will be at CLIENT's sole risk and without liability or legal exposure to KANE GeoTech and CLIENT, to the fullest extent permitted by law, will defend, indemnify and hold harmless KANE GeoTech from all claims, damages, losses and expenses including attorneys'fees arising out of or resulting from reuse. KANE GeoTech and CLIENT waive consequential damages(such as lost profits, lost revenues, loss of use and loss of reputations)for claims, disputes or other matters in question arising out of or relating to this Agreement whether in tort, contract or breach of warranty. In any action by KANE GeoTech or CLIENT arising out of or relating to this Agreement or the services performed during this Agreement, the parties may not proceed against or seek recovery from any affiliate, partner, officer, director, shareholder or employee of the other. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the CLIENT or KANE GeoTech. KANE GeoTech shall have the right to include representations of its services and report(s)among KANE GeoTech's promotional and professional materials. KANEGeoTech's materials shall not include the CLIENT's confidential and proprietary information without first informing the CLIENT and obtaining the CLIENT's consent thereto,in writing. The 9 CLIENT shall provide professional credits for KANE GeoTech on the CLI ENT's promotional materials for the project. v I� Client Initial E I