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Plans, specifications, concepts, designs, drawings, calculations execute within two (2) months of the date of the Proposal.
<br /> and other documents, including those in electronic form, No action or proceedings arising out of or in connection with
<br /> prepared by HH or its consultants are Instruments of Service this agreement, whether in contract, tort, for breach of
<br /> useful with respect to this Project. HH shall be deemed the statutory duty or otherwise, may be commenced after the
<br /> authors and owners of the Instruments of Service prepared by expiration of two (2) years from the earliest of (i) the date of
<br /> them and shall retain all common law, statutory and other completion by HH of its services under this agreement, (ii)
<br /> reserved rights, including copyrights. HH grants to the Client a termination of this agreement, or (iii) substantial completion
<br /> non - exclusive, non - assignable license to use, and to sublicense of the Project.
<br /> contractors to use, HH's Instruments of Service solely to
<br /> construct, use and maintain the Project, provided that the Client 1.13 Limitation of Liability: The Client and HH mutually
<br /> complies with all obligations, including prompt payment of all waive consequential damages for claims, disputes and other
<br /> sums when due, under this agreement. Unless otherwise agreed matters in question arising out of or relating to this agreement.
<br /> in writing, any termination of this agreement prior to completion In addition, in recognition of the relative risks and benefits of
<br /> of the Project shall terminate this license. Upon such the Project to both the Client and HH, the risks have been
<br /> termination, the Client shall refrain from making reproductions allocated such that the Client agrees, to the fullest extent
<br /> of Instruments of Service and shall return to HH all originals and permitted by law, to limit the liability of HH and its sub -
<br /> reproductions. Submission or distribution of Instruments of consultants to the Client for any and all claims, losses, costs,
<br /> Service to meet official regulatory requirements or for similar damages of any nature whatsoever, or claims expenses from
<br /> purposes is not publication in derogation of the reserved rights any cause or causes, including attorneys' fees and costs and
<br /> of HH. The Client shall not use the Instruments of Service for expert witness fees and costs, including those resulting from
<br /> future additions or alterations to this Project or for other negligence, breach of contract, breach of statutory duty or
<br /> projects. Any unauthorized use of the Instruments of Service otherwise (collectively "Claims ") so that their total aggregate
<br /> shall be at the Client's sole risk. If HH's services described in the liability for and in connection with dlr. entire Project which is
<br /> Proposal involve the provision of any prototypical design, the the subject of this agreement, regardless of how limited in
<br /> license granted hereunder shall extend only to such number of scope the services under this agreement may be, shall not
<br /> each prototype as is specified in the Proposal. Further use of the exceed ten percent (10 %) of the total aggregate fee received
<br /> Instruments of Service shall require an additional license fee to for services for the Project by HH at the relevant time. The
<br /> be agreed between HH and the Client. Client further agrees not to hold any officers, principals,
<br /> directors, employees, consultants or agents of HH or its
<br /> UK Only: HH asserts against the Client its moral rights in affiliates liable in respect of any Claims. All of the limitations
<br /> relations to the Instruments of Service pursuant to the Copyright on liability in this paragraph shall only apply to the extent
<br /> Designs and Patents Act 1988 (England and Wales) and all and permitted by law. If these limits of liability are not acceptable
<br /> any equivalent or similar provisions under any other law or to the Client, HH will negotiate a different limit in
<br /> jurisdiction. consideration of an alternative fee structure. The Client's
<br /> signature on the Proposal indicates that the Client declines
<br /> 1.10 Use of Hart Howerton Name and Depictions of Project. such opportunity to negotiate an alternative fee.
<br /> Notwithstanding the provisions in Section 1.9 restricting the use
<br /> of Instruments of Service, the Client may use renderings, UK Only: Without prejudice to this overall limit the liability of
<br /> conceptual and schematic drawings, models and photographs of HH for any Claims shall (i) exclude any liability for loss of
<br /> models, computer - generated depictions, and photographs of the profit, diminution in value of the Project, loss of goodwill, loss
<br /> Project ( "Depictions ") for marketing and promotional use. In of opportunity or other consequential loss and (ii) be limited
<br /> using Depictions and in otherwise describing and promoting the to its net contribution. This is such sum as it is just and
<br /> Project, the Client shall give appropriate credit to HH and equitable for HH to pay having regard to the extent of its
<br /> indicate its role in the Project. Before using Depictions, the responsibility for the loss and /or damage which is the subject
<br /> Client shall consult with HH about the nature of the Client's of the Claim and on the assumption that all other consultants
<br /> intended use. HH may revoke permission to use Depictions and and advisors to the Client, contractors and sub - contractors
<br /> HH's name at any time, and such permission is personal to the providing work or services for the Project have provided to
<br /> Client and may not be assigned. the Client contractual undertakings on terms no less onerous
<br /> than those of HH under this agreement and all such persons
<br /> 1.11 Choice of Law. This agreement shall be governed by the have paid to the Client such sums as it would be just and
<br /> substantive law of the state or other jurisdiction in which the equitable for them to pay having regard to the extent of their
<br /> principal place of business of the HH firm entering into this responsibility for that loss and /or damage.
<br /> agreement is located, as designated in the Acknowledgement
<br /> below, excluding its conflict of law rules. The parties further 1.14 Budgets and Cost: HH's participation in any budget
<br /> submit and agree to the exclusive jurisdiction of the courts sitting process and any value engineering is provided only for
<br /> in that state or other jurisdiction. determining general scope and quality parameters and to
<br /> provide general assistance to the Client in developing budgets
<br /> 1.12 Time Limitations: HH reserves the right to renegotiate and estimates of construction cost. In no event shall HH be
<br /> or withdraw this proposal in the event that the Client does not deemed responsible for, or have any liability with respect to,
<br />
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