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litigation or other dispute resolution procedures between Client and a 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 of, 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 rendered and expenses incurred to the date of suspension. 5.4.2 If Client terminates this Agreement prior to completion of the Basic Services, Malcolm Pirnie shall be paid in full for services rendered and expenses incurred to the date of termina- tion, including reasonable demobilization and termination expenses. 5.5 Disputed Amounts. Notwithstanding the provisions of Section 7, if Client disputes an item(s) or amount(s) contained in an invoice, Client agrees to pay the balance of the undisputed invoiced amounts to Malcolm Pirnie in accordance with Schedule C. SECTION 6 - OPINIONS OF CONSTRUCTION COST 6.1 Project Cost. The cost of constructing the Project [Construction Cost] means the total cost to the Client of those portions of the Project designed and specified in the Service Instruments. Construction Cost will not include Malcolm Pirnie's compensation and expenses, the cost of land, rights of way, or compensation for properties unless specified in Schedule A. Construction Cost will also not include Client's legal, accounting, or insurance counseling services, or interest and financing charges incurred in connection with the Project, or the cost of services to be provided by others under para- graphs 3.7 through 3.11 unless specified in Schedule A. 6.2 Opinions of Cost. Malcolm Pirnie has no control over the cost of labor, materials, equipment or services furnished by others, or over the Contractor's methods of determining prices, or over competitive bidding or market conditions. Malcolm Pirnie's opinion of probable Construction Cost is made on the basis of Malcolm Pirnie's experience and qualifications and represents Malcom Pirnie's judgment as an experienced and quali- fied professional engineering firm, familiar with the construction industry. Malcolm Pirnie does not guaran- tee that proposals, bids or actual Project cost will not tvMFPU.c/~» vary from Malcolm Pirnie's opinions of probable Con- struction Cost. SECTION 7 -- GENERAL CONSIDERATIONS 7.1 Independent Contractor. Malcolm Pirnie repre- sents that it is an independent contractor and is not an employee of Client. 7.2 Confidentiality. Malcolm Pirnie will hold secret and co~dential all information designated by the Client as confidential [Confidential Information]. Malcolm Pirnie will not reveal Confidential Information to a third party unless: 7.2.1 the Client consents in writing; 7.2.2 the information is or becomes part of the public domain; 7.2.3 Malcolm Pirnie lawfully possessed the informa- tion before receipt from the Client; 7.2.4 applicable law, regulation, court order or an agency of competent jurisdiction requires its disclosure; or 7.2.5 failure to disclose the information would pose an imminent and substantial threat to human health or the environment. 7.3 Professional Service. The instruments of service furnished under this Agreement are the tangible results of Malcolm Pirnie's services for the Project. Malcolm Pirnie shall retain ownership and property interests in the Service Instruments whether or not Client completes the Project. Client may retain copies in connection with the use and occupancy of the Project. 7.3.1 Reuse. Malcolm Pirnie does not represent the Service Instruments to be suitable for reuse by Client or others for extensions of the Project or on any other project. Any reuse without writ- tenverification or adaptation by Malcolm Pirnie for the spec purpose intended is at Client's sole risk, without liability to Malcolm Pirnie. Any such verification or adaptation will entitle Malcolm Pirnie to compensation at rates to be agreed on by the Client and Malcolm Pirnie. 73.2 CADD. Malcom Pirnie may provide informa- tion related to the Service Instruments in computer-assisted design and drafting format [CADD] to the Client. CADD is derived in 4