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of RJH or its officers,directors,employees,agents,or independent professional associates or consultants,or
<br /> any of them. Client further agrees to require that all contractors and subcontractors agree that this limitation of
<br /> RJH's liability extends to include any claims or actions that they might bring in any forum.
<br /> 13. TERMINATION OF CONTRACT. Should either party to this Contract violate any covenants or stipulations
<br /> thereof,the Client or RJH,as the case may be,will thereupon have the right to terminate said Contract by
<br /> giving ten(10)calendar days notice in writing of the fact and time of such termination to the party committing
<br /> the breach. In addition:
<br /> a. Client will remain fully liable for and will promptly pay RJH the full amount for all services
<br /> rendered by RJH to the date of suspension of services,plus suspension charges for putting documents and
<br /> analyses in order,personnel and equipment rescheduling,or reassignment adjustments,and all other related
<br /> costs and charges directly attributable to suspension.
<br /> b. If Client fails to pay undisputed invoice amounts within 30 days following invoice date,RJH
<br /> may suspend further services,by providing a 10-day written notice to Client until payments are restored to a
<br /> current basis. In the event RJH engages counsel to enforce overdue payments,Client will reimburse RJH for
<br /> all reasonable attorney's fees and court costs related to enforcement of overdue payments,provided that client
<br /> does not have a good faith dispute with the invoice. Client will indemnify and save harmless RJH from any
<br /> claim or liability resulting from suspension of the work due to non-current,non-disputed payments.
<br /> 14. OWNERSHIP OF DOCUMENTS. Drawings,diagrams,specifications,calculations,reports,processes,
<br /> computer processes and software,operational and design data,and all other documents and information
<br /> produced in connection with the project as instruments of service,regardless of form,will be confidential and
<br /> the proprietary information of RJH,and will remain the sole and exclusive property of RJH whether the project
<br /> for which they are made is executed or not. •
<br /> 15. ELECTRONIC FILES. All documents including drawings,data,plans,specifications,reports,or other
<br /> information recorded on or transmitted as Electronic Files are subject to undetectable alteration,either
<br /> intentional or unintentional,due to transmission,conversion,media degradation,software error,human
<br /> alteration,or other causes.
<br /> a. Electronic Files are provided for convenience and informational purposes only and are not a
<br /> finished project or Contract Document. The actual signed documents will remain the official copies of all
<br /> documents. RJH makes no representation regarding the accuracy or completeness of any accompanying
<br /> Electronic Files. RJH may,at its sole discretion,add wording to this effect on electronic file submissions.
<br /> b. Client waives any and all claims against RJH that may results in any way from the use or misuse,
<br /> unauthorized reuse,alteration,addition to or transfer of the Electronic Files. Client agrees to defend,
<br /> indemnify,and hold harmless RJH,its officers,directors,employees,agents,or subconsultants,from any
<br /> claims,losses,damages or costs,and costs of defense,which may arise out of the use or misuse,
<br /> unauthorized reuse,alteration,addition to or transfer of these Electronic Files,
<br /> 16. BINDING CONTRACT. This Contract shall be binding upon the parties and their heirs,legal
<br /> representatives,successors,and assigns.
<br /> 17. ATTORNEY'S FEES AND LEGAL EXPENSES. If any arbitration proceeding or action shall be brought to
<br /> recover any amount under this Contract,or for or on account of any breach of,or to enforce or interpret any of
<br /> the terms,covenants,or conditions of this Contract,the prevailing party shall be entitled to recover from the
<br /> RJH�
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