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equipment from the site, to complete tasks whose specified individuals within ADS's organization,
<br /> value would otherwise be lost, to prepare notes as to only the individuals so specified shall perform
<br /> the status of completed and uncompleted tasks,and to services hereunder and their duties shall not be
<br /> assemble Project materials in orderly files. delegated to any other individual or entity without the
<br /> written consent of the Owner. ADS may employ
<br /> 5.07 Controlling Law such other independent professional associates and
<br /> A. This Agreement shall be governed by the Subcontractors as ADS may deem appropriate to
<br /> assist in the performance of services hereunder with
<br /> laws of the State of Illinois, without regard to the prior written consent of the Owner. The senior
<br /> conflicts of laws, rules or principles. The Parties project manager for ADS shall be Frank Hobbs or
<br /> agree that venue is appropriate in the State of Illinois. James Fisher.
<br /> 5.08 Successors,Assigns,and Beneficiaries
<br /> A. Owner and ADS each are hereby bound and 5.10 Patent Infringement
<br /> the partners, successors, executors, administrators and A. ADS will defend, indemnify, hold harmless,
<br /> legal representatives of Owner and ADS (and to the including but not limited to the payment of attorney's
<br /> extent permitted by paragraph 5.08.13 the assigns of fees, or, at its election, effect settlement of any suit or
<br /> Owner and ADS) are hereby bound to the other Party proceeding brought against the Owner in which it is
<br /> to this Agreement and to the partners, successors, claimed that the equipment or services performed by
<br /> executors, administrators and legal representatives ADS infringes any United States patent and will pay to
<br /> (and said assigns)of such other Party, in respect of all Owner all out-of-pocket costs incurred and all
<br /> covenants, agreements and obligations of this damages and costs awarded against Owner, including
<br /> Agreement. attorneys fees, provided that Owner, upon
<br /> commencement of action promptly notified ADS in
<br /> B. Neither Owner nor ADS may assign,sublet,or writing giving ADS complete and full authority,
<br /> transfer any rights under or interest (including, but information and assistance to defend against the suit.
<br /> without limitation, moneys that are due or may
<br /> become due) in this Agreement without the written
<br /> consent of the other, except to the extent that any 5.11 Dispute Resolution
<br /> assignment, subletting, or transfer is mandated or
<br /> restricted by law. Such consent will not be A. Owner and ADS agree to negotiate all
<br /> unreasonably withheld by either Party. Unless disputes between them in good faith for a period of
<br /> specifically stated to the contrary in any written time not to exceed thirty (30) days from the date of
<br /> consent to an assignment, no assignment will release notice prior to exercising their rights hereunder, or
<br /> or discharge the assignor from any duty or under law.
<br /> responsibility under this Agreement.
<br /> B. Owner and ADS will first attempt to resolve
<br /> C. Unless expressly provided otherwise in this claims, disputes, disagreements, or controversies at
<br /> Agreement: the field level through discussions between Owner
<br /> and ADS Authorized Representatives.
<br /> 1. Nothing in this Agreement shall be
<br /> construed to create, impose, or give rise to any C. If a claim, dispute, disagreement, or
<br /> duty owed by Owner or ADS to any Contractor, controversy cannot be resolved through Owner's and
<br /> Contractor's subcontractor, supplier, other ADS's Authorized Representatives, Owner and ADS,
<br /> individual or entity, or to any surety for or upon the request of either Party, shall each appoint a
<br /> employee of any of them. Senior Representative who shall meet as soon as
<br /> conveniently possible, but in no case later than thirty
<br /> 2. All duties and responsibilities undertaken (30) days after such a request is made, to attempt to
<br /> pursuant to this Agreement will be for the sole and resolve such claim, dispute, disagreement, or
<br /> exclusive benefit of Owner and ADS and not for controversy. Prior to any meetings between the
<br /> the benefit of any other Party. Senior Representatives, the Parties will exchange
<br /> relevant information that will assist the Parties in
<br /> resolving their claim, dispute, disagreement, or
<br /> 5.09 Delegation of Duties controversy.
<br /> A. If in this Agreement it is stated that the Basic
<br /> Services of ADS are to be performed by one or more
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