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GENERAL TERMS AND CONDITIONS
<br /> K SUBCONTRACTS Contractor may subcontract any portion of the Services to a subcontractor
<br /> approved by Client In no case shall Client's approval of any subcontract relieve Contractor of any of
<br /> its obligations under this Agreement Notwithstanding the above, Contractor may have portions of the
<br /> Services performed by its affiliated entities or their employees, in which event Contractor shall be
<br /> responsible for such Services and Client shall look solely to Contractor as if the Services were
<br /> performed by Contractor
<br /> L OWNERSHIP OF DRAWINGS, PLANS, AND SPECIFICATIONS Drawings, specifications, and
<br /> other documents which Contractor is required to prepare and deliver to Client pursuant to this
<br /> Agreement shall become the property of Client upon delivery Client agrees to release, defend, and
<br /> hold Contractor harmless from and against any claims or suits asserted against Contractor in the
<br /> event such documents are used for a purpose different than originally prepared even though such
<br /> claims or suits may be based on allegations of negligence by Contractor Contractor shall be the
<br /> exclusive owner of all documentation, tools, products, designs, specifications, know-how, computer
<br /> object and source codes, devices, equipment, techniques, methods, processes, procedures,
<br /> discoveries, inventions and all other intellectual property, whether or not reduced to practice, that are
<br /> incorporated into or used in the Services provided herein
<br /> M INDEPENDENT CONTRACTOR Contractor shall be an independent contractor with respect to
<br /> the Services to be performed hereunder, except that any purchase orders for materials, equipment,
<br /> supplies, and related services will be issued as agent for Client Except as hereinabove noted, neither
<br /> Contractor nor its subcontractors, nor the employees of either, shall be deemed to be the servants,
<br /> employees, or agents of Client
<br /> N PRE-EXISTING CONDITIONS Anything herein to the contrary notwithstanding, title to,
<br /> ownership of, legal responsibility, and liability for any and all pre-existing waste shall at all times
<br /> remain with Client Pre-existing waste is any hazardous or toxic substance which was generated by
<br /> Client or existing on Client's property prior to Contractor's presence Client agrees to release, defend,
<br /> indemnify, and hold Contractor harmless from and against any and all liability which may in any
<br /> manner arise as a result of exposure of persons or property to such pre-existing waste except if such
<br /> liability arises from Contractor's gross negligence or willful misconduct
<br /> The parties acknowledge that Contractor does not provide disposal services for the direct disposal
<br /> of hazardous or toxic substances that may be discovered upon or removed from Client's property In
<br /> the event Client desires Contractor to assist Client in the disposal of such substances, then Contractor
<br /> shall, solely as an agent of Client and at Client's sole expense, and risk, and subject to appropriate
<br /> compensation under the terms of this Agreement, assist Client in Client's handling, storage,
<br /> transportation, and delivery for disposal of such hazardous or toxic substances Client shall look to
<br /> the disposal facility and/or transporter for any responsibility or liability arising from improper disposal
<br /> or transportation of such waste Contractor shall not have or exert any control over Client in Client's
<br /> obligations or responsibilities as a generator in the storage, transportation, or disposal of any
<br /> hazardous or 4ny{r clihztnn{�ec In the o, —t that Contractor to completes
<br /> I.- V.-L 111G1 VllllpLlU1 GAGI�UL VI l.Ump{C ICS day
<br /> governmentally required forms relating to treatment, transportation, handling, or disposal of hazardous
<br /> or toxic substances, Contractor shall be and be deemed to be Client's agent Furthermore, Client
<br /> agrees to and shall defend, indemnify, and hold harmless Contractor, its directors, officers,
<br /> employees, agents, and affiliates from and against all liability (except for any liability arising from gross
<br /> negligence or willful misconduct of Contractor) arising out of the acts or failure to act of the disposing
<br /> contractor whether through suits or causes of action in a court of law or claim, complaints, or penalties
<br /> arising out of a violation or alleged violation of a local, state, or federal regulation
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