|
WESTON GENERAL TERMSAND CONDMONS(continued)
<br /> WESTON will,upon request,furnish appropriate insurance certificates 14. WESTON Employees. CLIENT shall not offer to employ or
<br /> to CLIENT. WESTON agrees to indemnify CLIENT for the hazards actually employ any WESTON employee assigned to the Work during the
<br /> covered by WESTON's insurance subject to the limitation of liability term of this Agreement or for a period of six(6)months after completion of
<br /> contained in Article 13. WESTON agrees to purchase whatever additional this Agreement. CLIENT agrees that WESTON may utilize employees of
<br /> insurance is requested by CLIENT(presuming such insurance is available) any of WESTON's subsidiary companies and affiliates in the performance
<br /> from carriers acceptable to both Parties, provided the costs (including of this Agreement.
<br /> WESTON's administrative costs)for such additional insurance are reim- 15. Confidentiality. WESTON shall maintain as confidential and not
<br /> bursed by CLIENT. disclose to others without CLIENT's prior written consent.any information
<br /> 12. Indminity.It is understood and agreed that,in seeking the profes- or documents obtained from CLIENT expresslydesignated by the CLIENT
<br /> sional services of WESTON under this Agreement, CLIENT may be inwritingtobe"CONFIDENTIAL."WESTON retains all contractfiles for
<br /> requesting WESTON to undertake uninsurable obligations for CLIENT's three(3)years following completion of Services(See Article 17 below).The
<br /> benefit involving the presence or potential presence of hazardous sub- provisions of this paragraph shall not apply to information in whatever form
<br /> stances. Therefore, WESTON's indemnification of CLIENT shall not which(a)is published or comes into the public domain,(b)is already known
<br /> include loss or damage arising out of or relating to hazardous waste handling, to or by the receiving Party(c)is furnished by or obtained from a third party
<br /> transportation,treatment,storage, disposal,or cleanup or other Environ- who is under no obligation to keep the information confidential,or(d)is
<br /> mental Liability.' Subject to the foregoing and the limitation of liability - required tobedisclosedby law on orderor pursuantto a subpoena ofacourt,
<br /> contained in Article 13 hereof,WESTON shall indemnify CLIENT for loss administrative agency or other authority with proper jurisdiction.
<br /> odamage caused by the sole professional negligence,errors or omissions of Notwithstanding anything to the contrary set forth herein,it is under-
<br /> WESTON in the performance of the Work under this Agreement. stood by CLIENT that WESTON is or may be subject to certain legal and
<br /> When and to the extent WESTON arranges on behalf of the CLIENT ethical considerations and obligations depending upon the nature and scope
<br /> for the handling,transportation,treatment,storage or disposal of hazardous of services rendered hereunder which may require WESTON to disclose
<br /> substances or wastes,CLIENT shall release,indemnify,hold harmless and facts observed by WESTON to third parties. In such event,WESTON shall
<br /> defend WESTON from any and all claims,demands,judgments or other advise CLIENT,but shall,subject to any legal or professional obligation as
<br /> liability associated with such activity except if transported solely by determined by WESTON's counsel to immediately disclose such facts,
<br /> WESTON. Any manifests or forms in connection with such activity shall refrain from making any such disclosure until WESTON and CLIENT
<br /> be executed by or in the name of CLIENT. The Parties do not intend have conferred with respect to such facts.If,for any reason the Parties are
<br /> WESTON to be a generator or transporter of such hazardous substances in unable to conferor ifWESTONbelieves on the advice of counsel thatitmust
<br /> the performance of the Work hereunder. disclose such facts, WESTON shall notify CLIENT of its intention to
<br /> CLIENT hereby indemnifies and holds harmless(including reasonable disclose such information priorto actual disclosure to third parties.Anymch
<br /> attorneys'fees)WESTON and any employee or agent against all liability to disclosure shall not be deemed a violation of this Agreement and CLIENT
<br /> third parties(other than liability solely the fault of WESTON)arising from agrees that WESTON shall be and is hereby released from any liability,
<br /> -or in connection with the violation of any third party's trade secrets, claim or cause of action whatsoever with respect to such disclosure.
<br /> Proprietary information,trademark,copyright,or patent rights in connection CLIENT agrees that WESTON may use and publish CLIENT's name
<br /> with the performance of the Work hereunder. CLIENT's obligation to and a general description of WESTON's services with respect to the Work
<br /> indemnify WESTON or any employee or agent thereof will survive the in describing WESTON's experience and qualifications to other clients and
<br /> expiration or termination of this Agreement by either party for any reason. potential clients.
<br /> WESTON shall promptly notify CLIENT of any third parry claim known WESTON's technical and pricing information contained in the Pon-
<br /> to WESTON and CLIENT may,at its option,conduct the defense of any poral or Agreement is confidential proprietary information constituting a
<br /> such third party action and WESTON shall cooperate with such defense. trade secret and is not to be disclosed or otherwise made available to third
<br /> 13. Limitation of Liability. Notwithstanding any other provision of parties without the prior written consent of WESTON.
<br /> these General Terms and Conditions,and unless a higher limit of liability is 16. Use of Documents. All documents, including drawings and
<br /> expressly provided elsewhere in this Agreement in a provision making specifications, prepared or furnished by WESTON (INCLUDING
<br /> specific reference to this Article 13,WESTON's total liability to CLIENT WESTON's independent professional associates,consultants and subco t-
<br /> forany loss or damages from claims arising out of or in connection with this tractors)pursuant to this Agreement are instruments of service regarding the
<br /> Agreement from any cause including WESTON's strict liability,breach of Work. CLIENT may make and retain copies for information and reference
<br /> contract or professional negligence,eros and omissions shall not exceed in connection with the Work;however,such documents are not intended or
<br /> the lesser of the total contract value of the Agreement or the limits of represented to be suitable for other than the use specified in the Contract
<br /> WESTON's liability insurance in effect at the time such claims are made. Documents. Such documents are not for reuse by CLIENT or others on
<br /> CLIENT hereby releases WESTON from any liability exceeding such extensions of the Work or on any other work or for any other purpose. Any
<br /> amount In no event shall either Party be liable to the other for special, reuse of such documents without prior written verification or adaptation by
<br /> indirect,incidental or consequential damages whether or not such damages WESTON for the specific purpose intended will be at CLIENT's sole risk
<br /> were foreseeable at the time of the commencement of the Work. and without liability or legal exposure to WESTON,or to WESTON's
<br /> independent professional associates, consultants or subcontractors and
<br /> CLIENT shall indemnify and hold harmless WESTON and WESTON's
<br /> independent professional associates,consultants and subcontractors from
<br /> 1. Environmental Liability includes,bur is not homed to specification of a product,material any and all costs,expenses,fees,losses,claims,demands,liabilities,suits,
<br /> or process containing hazardous substances; failure to detect the existence or proportion of actions and damages whatsoever arising out of or resulting from such reuse.
<br /> hazardous substances in a product,=most or process;the abatement,replacement or removal of
<br /> a product,material or process containing hazardous substances;and also includes activities Any such verification or adaptation agreed to by WESTON will entitle
<br /> reaulting in the acetal,alleged or threatened discharge,dispersal,release or escape of pontmors WESTON to compensation at rates to be agreed upon by CLIENT and
<br /> ("pollutants"mean any solid,liquid,gaseous or thermal irritant or contaminant,including smoke, WESTON at that time.
<br /> vapor,soot,fumes.acids,alkalis,chemicals,nuclear material waste and waste materials to be
<br /> recycled.reconditioned orralairmed)and also my material that is toxic.carcinogenic,mutagenic, 17. Records Retention. WESTON retains project records including
<br /> biologically infcotiom,explosive,flammable m characterized as h
<br /> lleammus under applicable reports and correspondence developed during performance of the Agree-
<br /> fedeal,state or local rent for a period of three(3)years after project completion. Such records
<br /> my be maintained or Atronic media,as WESTON may decide. In the
<br /> Page 3 of 4 -.�
<br />
|