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<br /> 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 Party 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 paragraphs 5.06.A.1 or
<br /> 5.06.A.2 shall set the effective date of termination at 5.09 Delegation oJDuties
<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 /> James Fisher.
<br /> 5.08 Successors,Assigns,and Beneficiaries I,
<br /> A. Owner and ADS each are hereby bound and I
<br /> the partners, successors, executors, administrators and 5.10 Patent Infringement
<br /> legal representatives of Owner and ADS (and to the A. ADS will defend or, at its election, effect
<br /> e�tent 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 Pariy 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 incuned 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 AD5 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 extent 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 discharge 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 levei 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
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