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third party, Malcolm Pirnie will provide such services in accordance with the Pricing Schedule. 5.4 Delay or Termination. 5.4.1 If Client delays the performance ot or payment for, services under this Agreement for more than 3 months for a reason(s) other than Malcolm Pirnie's fault, Malcolm Pirnie may suspend performance until it receives payment in full for services ren- dered and expenses incurred to the date of suspen- sion. 5.4.2 If Client terminates this Agreement prior to com- pletion of the Basic Services, Malcolm Pirnie shall be paid in fiill for services rendered and expenses incuned to the date of termination, including reasonable demobilization and termination expens- es. SS Disputed Amounts. Notwithstanding the provisions of Section 7, if Client disputes an item(s) or amount(s) con- tained in an invoice, Client agrees to pay the balance of the undisputed invoiced amounts to Malcolm Pirnie in accor- dance with Schedule B. 5.6 Collection. Any reasonable attomey's fees or other reasonable costs incurred by Malcolm Pirnie in collection of delinquent amounts shall be paid by the Client. SECTION 6 - GENERAL CONSIDERATIONS 6.1 Changes. By written notice at any time, the Client may change the Basic Services, provided such changes are within the general scope of the services contemplated by this Agreement. In such event, an equitable adjustment both in the compensation for and time of performance of the Agree- ment shall be made in writing prior to Malcolm Pirnie's per- forming the changed services. 6.2 Confidentiality. Malcolm Pirnie will hold secret and confidential all information designated by the Client as confidential [Confidential Information]. Malcolm Pirnie will not reveal Confidential Information to a third party unless: 6.2.1 the Client consents in writing; 6.2.2 the information is or becomes part of the public domain; 6.23 Malcolm Pirnie lawfully possessed the information before receipt from the Client; 6.2.4 applicable law, regulation, court order ar.an agency of competent jurisdidion requires its disclosure; or No o&M.c/kPb 1943-003 6.25 failure to disclose the information would pose an imminent and substantial threat to human health or the environment. 6.3 Professional Service. The Service Instruments furnished under this Agreement are the tangible results of Malcolm Pirnie's services for the Projed. Malcolm Pirnie shall retain ownership and properly interests in the Service Instruments whether or not Client completes the Projed. Client may retain copies in connection with the use of the Project. 6.3.1 Reuse. Malcolm Pirnie dces not represent the Service Instruments to be suitable for reuse by Client or others for extensions of the Project or on any other projed. Any reuse without written verification or adaptation by Malcolm Pirnie for the specific purpose intended is at ClienYs sole risk, without liability to Malcolm Pirnie. Any such verifi- cation or adaptation will entifle Malcolm Pirnie to compensation at rates to be agreed on by the Client and Malcolm Pirnie. 63.2 CADD. Malcolm Pirnie may provide information related to the Service Instruments in computer- assisted design and drafting format [CADD] to the Client. CADD is derived in part from computer software for which Malcolm Pirnie is licensed. These licenses are not transferable. Any unlicensed reuse of CADD may subject the user to liabilities to the sofiware licensor. 6.4 Insurance. Malcolm Pirnie will maintain insurance against the following risks during the term of the Agreement: 6.4.1 workers compensation in statutory amounts and employer's liability for Malcolm Pirnie's employees' Project-related injuries or disease; 6.4.2 general liability and automobile liability each in the amount of $1,000,000 for personal injury or property damage to third parties w}uch arises from Malcolm Pirnie's performance under this Agreement; and 6.4.3 professional liability in the amount of $1,000,000 for legal obligations arising out of Malcolm Pirnie's failure to meet the Standard of Care. 6.5 Interpretation. This Agreement shall be interpreted in accordance with the laws of the State. 6.6 Successors. This Agreement is binding on the succes- sors and assigns of the Client and Malcolm Pirnie. The Agreement may not be assigned in whole or in part to any third parties without the written consent of both Client and Malcolm Pirnie.