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J 9.9 The Owner's rights to use the Architect's Instruments of Service in the event of a termination of this Agreement
<br /> are set forth in Article 7 and Section 9.7.
<br /> ARTICLE 10 MISCELLANEOUS PROVISIONS
<br /> § 10.1 This Agreement shall be governed in all respects by the law of the Commonwealth of Virginia,including
<br /> 1 matters of construction,validity,and performance.
<br /> § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201 2017,General
<br /> Conditions of the Contract for Construction.
<br /> 110.3 The Owner and Architect,respectively,bind themselves,their agents,successors,assigns,and legal
<br /> representatives to this Agreement.Neither the Owner nor the Architect shall assign this Agreement or any interest or
<br /> claim related to it or any monies due or to become due arising from this Agreement without the written consent of the
<br /> other,except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender
<br /> agrees to assume the Owner's rights and obligations under this Agreement,including any payments due to the
<br /> Architect by the Owner prior to the assignment. Any unauthorized assignment or transfer,except as noted above,shall
<br /> be deemed void and invalid,the assignee shall acquire no rights as a result of such assignment and the non-assigning
<br /> party shall not recognize any such assignment.
<br /> § 10A If the Owner requests the Architect to execute certificates,the proposed language of such certificates shall be
<br /> submitted to the Architect for review at least 14 days prior to the requested dates of execution.If the Owner requests
<br /> the Architect to execute consents reasonably required to facilitate assignment to a lender,the Architect shall execute
<br /> all such consents that are consistent with this Agreement,provided the proposed consent is submitted to the Architect
<br /> for review at least 14 days prior to execution.The Architect shall not be required to execute certificates or consents
<br /> that would require knowledge,services,or responsibilities beyond the scope of this Agreement.
<br /> 110.5 Nothing contained in this Agreement shall create a contractual relationship with,or a cause of action in favor
<br /> of,a third party against either the Owner or Architect. The Owner shall include the previous sentence in its contract
<br /> with the Contractor. No person or entity other than Owner is intended to be a beneficiary of Architect's services under
<br /> this Agreement and contractor shall have no right to maintain any action in contract,tort or otherwise directly against
<br /> the Architect.
<br /> § 10.6 The Architect and Architect's consultants shall have no responsibility for the discovery,presence,handling,
<br /> removal or disposal of,or exposure of persons to,hazardous materials or toxic substances in any form at the Project
<br /> site.
<br /> § 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project
<br /> among the Architect's promotional and professional materials.The Architect shall be given reasonable access to the
<br /> completed Project to make such representations.However,the Architect's materials shall not include the Owner's
<br /> confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific
<br /> information considered by the Owner to be confidential or proprietary.The Owner shall provide professional credit for
<br /> the Architect in the Owner's promotional materials for the Project.This Section 10.7 shall survive the termination of
<br /> this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 9.4.
<br /> § 10.8 If the Architect or Owner receives information specifically designated as"confidential"or"business
<br /> proprietary,"the receiving party shall keep such information strictly confidential and shall not disclose it to any other
<br /> person except as set forth in Section 10.8.1.This Section 10.8 shall survive the termination of this Agreement.
<br /> § 10.8.1 The receiving party may disclose"confidential"or"business proprietary"information after 7 days'notice to
<br /> the other party,when required by law,arbitrator's order,or court order,including a subpoena or other form of
<br /> compulsory legal process issued by a court or governmental entity,or to the extent such information is reasonably
<br /> necessary for the receiving parry to defend itself in any dispute.The receiving party may also disclose such
<br /> information to its employees,consultants,or contractors in order to perform services or work solely and exclusively
<br /> for the Project,provided those employees,consultants and contractors are subject to the restrictions on the disclosure
<br /> and use of such information as set forth in this Section 10.8.
<br /> Init. AIA Document 8101`—2017.Copyright m 1974,1978,1987,1997,2007 and 2017 by The American Instltute of Architects.AM rights reserved.The'American
<br /> Inslitute of Arch tects'`AIA,"the AIA Logo and'AIA Contract Documents"are registered trademarks and may not be used without permission This document was 20
<br /> produced by AIA software at 14:36:09 ET on 04/14/2021 under order No.2035534887 which expires on 04/10/2022,is not for resale,is licensed for one-time use
<br /> only,and may only be used in aeeordence with the AIA Contract Documentse Terms of Service.To report copyright violations,e-mail copyright@aia.org.
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