|
C) Books of Account-CONDOR shall maintain books and accounts of all charges in accordance with generally accepted accounting principles.At
<br /> all times during the performance of CONDOR's duties and for a period of one(1)year after completion thereof,CLIENT shall,upon reasonable
<br /> notice and during business hours,have access to said books and accounts to the extent necessary to verify all charges and costs of CONDOR.
<br /> d) Changed Conditions-CLIENT has relied on CONDOR's judgment in establishing the geotechnical engineering workscope and fee for this
<br /> project,given the project's nature and risks.CLIENT shall therefore rely on CONDOR's judgment as to the continued adequacy of this Agreement
<br /> in light of occurrences or discoveries that were not originally contemplated by or known to CONDOR. Should CONDOR call for contract
<br /> renegotiation,CONDOR shall identify the changed conditions which in CONDOR's professional judgment make such renegotiation necessary,
<br /> and CONDOR and CLIENT shall promptly and in good faith enter into renegotiation of this Agreement to permit CONDOR to continue to meet
<br /> CLIENT's needs.If renegotiated terms cannot be agreed to,CLIENT agrees that CONDOR has an absolute right to terminate this Agreement.
<br /> 3. DELAYS
<br /> 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,
<br /> equipment and other costs CONDOR incurs in order to maintain its workforce for CLIENT's benefit during the interruption,or at CLIENT's
<br /> option,the various costs CONDOR incurs for demobilization and subsequent remobilization.Compensation to CONDOR shall be based upon
<br /> CONDOR's current fee schedule and expense reimbursement policy. Except for the foregoing provision,neither party shall hold the other
<br /> responsible for damages or delays in performance caused by acts of God or other circumstances beyond the control of the other party,and which
<br /> could not reasonably have been anticipated or prevented.For purposes of this Agreement,acts of God and other circumstances include,but are
<br /> not necessarily limited to,unusual weather,floods,epidemics,war,riots,strikes,lockouts or other industrial disturbances,protest demonstrations,
<br /> unanticipated site conditions,or inability,despite reasonable diligence,to supply personnel,equipment or material to the project.Should such
<br /> acts occur,CLIENT and CONDOR shall utilize their best efforts to overcome the resulting difficulties and resume conduct of services called for
<br /> herein as soon as reasonably possible.Delays within the scope of this provision that cumulatively exceed forty-five(45)calendar days shall,at
<br /> the option of either party,make this Agreement subject to renegotiation or termination.
<br /> 4. CONFIDENTIALITY
<br /> a) CONDOR agrees to keep confidential and not to disclose to any person or entity,other than CONDOR's employees and subcontractors,without
<br /> the prior consent of CLIENT,all data and information not previously known to and generated by CONDOR,or furnished to CONDOR and
<br /> marked CONFIDENTIAL by CLIENT in the course of CONDOR's performance hereunder;provided,however,that this provision shall not
<br /> apply to data which are in the public domain,or were previously known to CONDOR,or which were acquired by CONDOR independently from
<br /> third parties not under any obligation to CLIENT to keep said data and information confidential.These provisions shall not apply to information
<br /> 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
<br /> from complying with an order to provide information or data when such order is issued by a court,administrative agency or other authority with
<br /> proper jurisdiction.CLIENT agrees that CONDOR may use and publish CLIENT's name and a general description of CONDOR's services with
<br /> respect to the project in describing CONDOR's experience and qualifications to other clients and prospective clients.CLIENT also agrees that
<br /> any patentable or copyrightable concepts developed by CONDOR as a consequence of its service hereunder are the sole and exclusive property
<br /> of CONDOR.
<br /> b) The technical and pricing information contained in any proposal submitted by CONDOR as to this project,or in this Agreement or any addendum
<br /> thereto,is to be considered confidential and proprietary,and shall not be released or otherwise made available to any third parry without the
<br /> express written consent of CONDOR.
<br /> 5. INDEMNIFICATION PROVISIONS/RISKS
<br /> a) Scope of Services Developed by Others-CLIENT recognizes that environmental consulting for a given project begins with development of a
<br /> scope of services specifically for that project,reflecting the preferences of both CLIENT and CONDOR.If the scope of services for this project
<br /> was developed by a party other than CONDOR,then as a result,CONDOR can make no claims as to its adequacy,since CONDOR was not
<br /> involved in or privy to the information and considerations that it reflects.Accordingly,CONDOR would be forced to assume that the scope of
<br /> services is fully adequate for CLIENT's purposes,since CLIENT issued the workscope,and CONDOR assumes further that CLIENT has an
<br /> alternative source from which to obtain any needed or desired services not listed.Accordingly,CLIENT waives any claim against CONDOR,
<br /> and agrees to defend,indemnify and hold CONDOR harmless from any claim or liability for injury or loss allegedly arising from CONDOR's
<br /> failure to perform services limited by or not included in the CLIENT-provided scope of services.CLIENT also agrees to compensate CONDOR
<br /> for any time spent or expenses incurred by CONDOR in defense of any such claim,in accordance with CONDOR's current fee schedule and
<br /> expense reimbursement policy.
<br /> b) Information Provided By Others-CONDOR shall indicate to CLIENT the information needed for rendering of service hereunder,and CLIENT
<br /> shall provide to CONDOR such information as is available to CLIENT. CLIENT recognizes that it is impossible for CONDOR to assure
<br /> sufficiency of such information,either because it is impossible to do so,or because of errors or omissions that may have occurred in assembling
<br /> the information.Accordingly,CLIENT waives any claim against CONDOR,and agrees to defend,indemnify and hold CONDOR harmless from
<br /> any claim or liability for injury or loss allegedly arising from errors,omissions or inaccuracies in documents or other information provided to
<br /> CONDOR by CLIENT.Further,CLIENT agrees to compensate CONDOR for any time spent or expense incurred by CONDOR in defense of
<br /> any claim,with such compensation to be based upon CONDOR's current fee schedule and expense reimbursement policy.
<br /> c) Right to Enter-CLIENT shall provide for CONDOR's right to enter from time to time property owned by CLIENT and/or other(s)in order for
<br /> CONDOR to fulfill the scope of services indicated hereunder.CLIENT understands that use of exploration equipment may unavoidably cause
<br /> some damage,the correction of which is not part of this Agreement.CLIENT also understands that the discovery of certain conditions and/or
<br /> taking preventive measures relative to these conditions may result in a reduction of the property's value.Accordingly,CLIENT waives any claim
<br /> against CONDOR,and agrees to defend,indemnify and hold CONDOR harmless from any claim or liability for injury or loss allegedly arising
<br /> from procedures associated with subsurface exploration activities or discovery of hazardous materials or suspected hazardous materials. In
<br /> addition,CLIENT agrees to compensate CONDOR for any time spent or expenses incurred by CONDOR in defense of any such claim,with
<br /> compensation to be based upon CONDOR's current fee schedule and expense reimbursement policy.
<br /> �� Page 3 of CONDOR
<br />
|