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• No. G1-77 • 5. Mr. C. C. Legal shall in all respects be considered as Grace's representative hereunder and shall act on Grace's behalf with respect to the approvals by Grace provided for hereunder. In the event of C. C. Legal's absence ~ , or incapacity, ,..,.r ~ i ~ ~ ~ ' ~.'-'~ shall act as Grace's representative instead. 6. It is expressly agreed that 3R is and shall as an independent contractor and shall have no authority to act for or on behalf of Grace or to bind Grace to any contract or in any other manner without the prior express written approval of Grace. Nothing herein contained shall be construed to create a partnership, joint venture, or association of any kind, nor shall 3R and its officers and employees be considered as employees of Grace. 7. Except that Grace may, at any time at its own election, assign any interest it has in this Agreement to any related corporation or other entity, this Agreement or any interest shall not be assignable by either party hereto without the prior written consent of the other party hereto. 3R shall obtain Grace's prior written approval as to any subcontracting desired by 3R. In the event such approval is granted by Grace for subcontracting by 3R, 3R shall obtain the written agreement of any such subcontractor (and such subcontractor of his personnel) to adhere to and be bound by the obligations of 3R hereunder that are not clearly inapplicable, and in particular the provisions of Article 4 hereof. II. 3R hereby agrees to perform its obligations under this Agreement in a prudent, workmanlike, timely and efficient manner, minimizing costs and expenses to Grace to the fullest extent practicable. 9. Except that Grace may at its sole discretion terminate this Agreement at any time upon ten (10) days prior Page Three of Nine