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/ . Y , . 3.6 OPPORTUNITY Ta RII~~DY The parties agree that in the event of alleged error or omission by URS in performance of services under the Scope of Services, Client shall notify URS promptly in writing of that fact and allow URS a reasonable time to remedy the problem. Upon notice, URS shall promptly review and remedy the problem at the cost of URS, if URS accepts responsibility for it. Client agrees not to remedy the problem or to contract with a third party to remedy the problem at the cost of URS without first giving URS a reasonable opportunity to remedy the problem. Where a responsibility for a problem may be shared by URS and others, URS shall endeavor to remedy URS' share at the cost of URS and to cooperate with others involved. If URS demonstrates that it is not at fault for a problem identified by the Client under this Section, Client shall reimburse URS for its costs of investigating the problem. 3.7 TERr~'~'TON Either party may terminate this Agreement, or an amendment, for cause if the other commits a material, uncured breach of this Agreement. The party terminating shall send a written Notice of Termination to the other. The Notice of Termination shall contain specific reasons for termination. Termination shall not be effective if the breach has been remedied before e~iration of the period specified in the Notice of Termination. Termination shall be effective ten (10) days from receipt of the Notice of Termination. No later than thirty (30) days after termination, Client shall pay URS upon invoice for services performed and charges prior to termination. Copies of all work products shall be delivered to the Client at the time of termination, or as soon after as practical. Copies of work products, incomplete at the time of termination shall be marked "DRAFT-INCOMPLETE" The Client shall use any and all such incomplete documents and data at its own risk, and URS shall not be liable in any manner for the contents or use of any such incomplete work products. Client shall indemnify, hold harmless and defend URS from and against any and all claims of any type or nature asserted by any party as a result of use by Client of such incomplete work. Client and URS recognize that professional standards and ethics govern URS' services under this Agrement. If circumstances arise which, in URS' opinion, preclude it for professional or ethical reasons from continuing performance, URS shall advise Client of that fact. The parties shall immediately attempt to arrive at a mutually satisfactory solution. If this cannot be done to the satisfaction of both parties, either may terminate. If so, Client shall compensate URS in accordance with this Section. 3.8 CLAIl~LS APID DISPUTES At the Clients request and only if Client and URS first agree on compensation to URS, URS will assist the Client in reviewing and evaluating claims and disputes, preparing information for the Client's legal counsel, providing services as witness in litigation or arbitration to which the Client is a party, and providing other services in connection with actual or potential claims or disputes arising out of the Project, regardless of whether or not URS is named in such legal action. In no case shall URS be obligated to provide such services until the method of compensation therefore is agreed.