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individual or entity, or to any surety for or <br /> a.Termination may be accomplished by employee of any of them. <br /> either Party by providing written notice to <br /> the other Pariy sixty (60) days prior to the 2. All duties and responsibilities undertaken <br /> desired date for termination. pursuant to this Agreement will be for the sole and <br /> exclusive benefit of Owner and ADS and not for <br /> B. Unless stated otherwise in this Agreement, the benefit of any other Party. <br /> the terminating Party under pazagraphs 5.06.A.1 or <br /> 5.06.A.2 shall set the effective date of termination at 5.09 Delegation of Duties <br /> a time up to thirty (30) days later than otherwise <br /> provided to allow ADS to demobilize personnel and A. If in this Agreement it is stated that the Basic <br /> equipment from the site, to complete tasks whose Services of ADS are to be performed by one or more <br /> value would otherwise be lost,to prepare notes as to specified individuals within ADS's organization, <br /> the status of completed and uncompleted tasks, and only the individuals so specified shall perform <br /> to assemble Project materials in orderly files. services hereunder and their duties shall not be <br /> delegated to any other individual or entity without <br /> 5.07 Controlling Law the written consent of the Owner. ADS may employ <br /> such other independent professional associates and <br /> A. This Agreement shall be governed by the Subcontractors as ADS may deem appropriate to <br /> laws of the State of Illinois, without regard to assist in the performance of services hereunder with <br /> conflicts of laws, rules or principles. The Parties the prior written consent of the Owner. The senior <br /> agree that venue is appropriate in the State of Illinois. project manager for ADS shall be Frank Hobbs or <br /> S 08 Successors,Assigns,and Beneficiaries James Fisher. <br /> A. Owner and ADS each aze hereby bound and 5.10 Patent InJringement <br /> the partners, successors, executors, administrators and <br /> legal representatives of Owner and ADS (and to the A. ADS will defend or, at its election, effect <br /> extent permitted by paragraph 5.08.B the assigns of settlement of any suit or proceeding brought against <br /> Owner and ADS)aze hereby bound to the other Party the Owner in which it is claimed that the equipment <br /> to this Agreement and to the partners, successors, or services performed by ADS infringes any United <br /> executors, administrators and legal representatives States patent and will pay to Owner all out-of-pocket <br /> (and said assigns)of such other Party, in respect of all costs incurred and all damages and costs awarded <br /> covenants, agreements and obligations of. this against Owner, provided that Owner, upon <br /> Agreement. commencement of action promptly notified ADS in <br /> writing giving ADS complete and full authority, <br /> B. Neither Owner nor ADS may assign,sublet,or information and assistance to defend against the suit <br /> transfer any rights under or interest (including, but or proceeding. <br /> without limitation,moneys that are due or may become <br /> due) in this Agreement without the written consent of 5.11 Dispute Resolution <br /> the other, except to the e�ctent that any assignment, A. Owner and ADS agree to negotiate all <br /> subletting,or transfer is mandated or restricted by law. disputes between them in good faith for a period of <br /> Such consent will not be unreasonably withheld by time not to exceed thirty (30) days from the date of <br /> either Party. Unless specifically stated to the contrary notice prior to exercising their rights hereunder, or <br /> in any written consent to an assignment,no assignment under law. <br /> will release or dischazge the assignor from any duty or <br /> responsibility under this Agreement. 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 C. If a claim, dispute, disagreement, or <br /> construed to create, impose, or give rise to any controversy cannot be resolved through Owner's and <br /> duty owed by Owner or ADS to any Contractor, ADS's Authorized Representatives,Owner and ADS, <br /> Contractor's subcontractor, supplier, other upon the request of either Party, shall each appoint a <br /> Senior Representative who shall meet as soon as <br /> 5 ADS LLC <br />