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, T inc�uding any appropriate increase in MONTGOMERY WATSONs Property Rights reladng to articles, techniques, processes and I
<br /> Compensation or the time of performance,and their agreement shall operations. MONTGOMERY WATSON hereby grants to
<br /> be embodied in a Change Order. ff the parties fail to reach agreement CLIIIVTS a non-exclusive,non-transferrable, royalty-free license
<br /> within thirty(30)days after the date of such request,either party may to use the Intellectual Property Rights in CLIENTS'own operations.
<br /> terminate the applicable Work Order effective five (5) days after However, the foregoing license shall not give CLIENTS any right
<br /> notice to the other party,provided no ageement is reached. to sell or license use of the Intellectual Property Rights to others or
<br /> to manufacture articles embodying the Intellectual Property Rights.
<br /> 5. PROJECT DELAYS
<br /> If MONTGOMERY WA"TSON is delayed at any time in the progress 7. PUBLIC RESPONSIBII,ITY:PROFESSIONAL ETHICS
<br /> of Services by(i)the act,failure to act,or negligence of CLIENTS or
<br /> CLIENTS' shareholders, directors, officers, employees, agents or (a)Q.IIIVTS recognize that both CLIENTS and MONTGOMERY
<br /> subcontractors or any other party not under MONTGOMERY WATSON owe a duty of care to the public that requires them to
<br /> WATSON's control; (ii) changes in the scope of Services; or(iii) comply with applicable Laws in order to protect public health and
<br /> delay authorized by CLIENTS and agreed to by MONTGOMERY safety, among other objectives. Further, MONTGOMERY
<br /> WATSON;then upon request by MONTGOMERY WATSON,the WATSON is bound by professional engineering and other standards
<br /> dme for compledon of such Services shall be extended and,if such and ethics(collectively,the"Professional Standards"). CLIENTS
<br /> delays(s)result in additional costs to MONTGOMERY WATSON, further racognize that the performance of the Services may disclose
<br /> MONTGOMERY WATSON's Compensation shall be equitably the presence of anticipated, unanticipated or suspected hazardous
<br /> adjusted. The agreed modifications shall be embodied in a Change waste,as defined by 42 U.S.C.6903(5),hazardous substances,as
<br /> Order executed by the parties. If the pazties fail to reach agreement defined by 42 U.S.C. 9601(14), pollutants and contaminants, as
<br /> within thirty(30)days after the date of such request,then either pariy defined by 42 U.S.C. 9601(33) and tolcic substances, hazardous
<br /> may terminate the applicable Work Order effective five(5)days after materials and other chemicals and substances now or hereafter
<br /> notice to the other party. regulated by Law (collectively, the "Waste Materials") on
<br /> CLIENTS' property or other property, and disclosure of same to
<br /> govemmental authorities may be required by Law.
<br /> 6. CONFIDEN`TIALTTY:PROPRIETARY MONI'GOMERY WATSON shall give CLIENTS at least ten(10)
<br /> INFORMATION days notice before reporting any of the foregoing matters to any
<br /> governmental authority if MONTGOMERY WATSON determines
<br /> (a)MONTGOMERY WATSON and CLIENT'S and their respective that reporting is required, provided that no such notice shall be
<br /> shazeholders, directors, officers, agents and employees each shall required if,in MONTGOMERY WATSON's deternunation,more
<br /> treat as confidential and proprietazy all information and data prompt reporting is required. Nothing contained in this Paragraph
<br /> delivered to it by the other party which (i) relate to technologies, 7(a)shall be construed to impose on MONTGOMERY WATSON
<br /> formulae,procedures, costs, processes, operations, methods, trade any obligation to report the foregoing matters to governmental
<br /> secrets, ideas, computer programs, customers, and similar authorities except where applicable Law specifically requires
<br /> information, or (ii) are designated as confidential in the reporting by MONTGOMERY WATSON.
<br /> confidentiality agreement entered into by the CLIENTS or designated
<br /> in writing as confidential at the 6me of delivery. Confidential (b) All direcdons by CLIENTS to MONTGOMERY WATSON
<br /> information shall not be disclosed to any third party during or shall comply with the Laws and the Professional Standards. If
<br /> subsequent to the term of this Agreement. However, nothing MONTGOMERY WATSON believes that compliance with any
<br /> contained in this Paragraph 6(a) shall preclude either party from direction by CI.IENTS could violate the foregoing, then
<br /> disclosing information or data:(A)which are actually lrnown before MONTGOMERY WATSON shall not be required to comply with
<br /> being obtained from the transmitdng party; or (B) which are it and shall so advise CLIENTS. If CLIENTS fails to modify their
<br /> generally available to the public without the receiving party's fault at directions to comply with the foregoing within ten(10)days after
<br /> any time before or after acquisition from the transmitting party;or MON'PC'�OMF.RY WA'TSON's advice to CLIENTS as aforesaid,or
<br /> (C)which are obtained or acquired in good faith at any time by the if CLIENTS fail to report to govemmental authorides any matter
<br /> receiving party from a third party who has disclosed the same in which CLIENTS are required by Law to report, then
<br /> good faith and is not under any obligation to the transmitting party in MONTGOMERY WATSON shall have the right to terminate the
<br /> respect thereof; or (D) where disclosure or submission to any applicable Work Order and/or this Agreement(including all Work
<br /> govemmental authority is required by Law;or(E)is allowed to be Orders)by notice to CLIENTS.
<br /> disciosed under the confidentiality agreement entered into by the
<br /> CLIIIVTS;or(�when the disclosing party obtains the authorization 8. STANDARD OF SERVICES
<br /> of the other parties and the receiving party executes a confidentiality
<br /> agreement;or(G)is transmitted as authorized in Paragraph 23(c). (a) Subject to the limitadons set forth in Pazagraph 10 and the
<br /> matters set forth in Paragraphs 8(b) and 8(c), MONTGOMERY
<br /> (b) MONTGOMERY WATSON shall retain all right, dde and WATSON shall perform the Services (i) in a diligent and
<br /> interest in and to all intellectual property rights, including but not workmanlike manner in compliance with applicable Laws and
<br /> limited to patents, copyrights, trademarks, uade secrets and consistent with CLIENTS' standards and specifications made
<br /> patentable and unpatentable inventions(collectively,the"Intellectual known to MONTGOMERY WATSON, provided same comply
<br /> Property Rights") developed by MONTGOMERY WATSON in with applicable Laws and generally accepted professional and
<br /> connection with performing the Services, including all Intellectual construction practices in effect on the date of this Agreement in the
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