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PROFESSIONAL SERVICE AGREEMENT Page 5 of 6 termination of this Service Agreement in accordance with the provisions of the Service Agreement and related Documents and shall survive any such termination. H. Limitation of Liability In order to offer AET's Services at a reasonable price, AET limits its liability to CLIENT and anyone claiming through CLIENT for any claims resulting from Services provided pursuant to this Agreement. CLIENT agrees that in no event shall AET or its agents or employees be liable to CLIENT, any holder of any real property interest in the real property on which the project is located, or anyone claiming through CLIENT, for (1) incidental, indirect, special or consequential damages, or (2) any damages whatsoever resulting from personal injury, death, damage to or loss of use of property, or loss of profits, resulting from the performance of or non-performance of the Services, negligent acts, errors or omissions, even if the possibility of such damage was foreseeable. CLIENT agrees that the liability of AET and its agents and employees hereunder is limited solely to CLIENT's direct damages and in no event shall it exceed the amount of the stated insurance limits (stated in Section E — Insurance). I. Indemnification 1. AET agrees to indemnify CLIENT from and against liability resulting from AET's negligent performance of the Services, subject to any limitations, other indemnifications or other provisions CLIENT and AET have agreed to in writing. 2. CLIENT agrees to indemnify AET from and against liability resulting from CLIENT's, CLIENT's Contractors/Subcontractors or other third parties' negligent conduct, including without limitation the owner of any interest in the real property on which the Project is located, subject to any limitations, other indemnifications or other provisions CLIENT and AET have agreed to in writing. 3. AET's indemnification is limited to costs for loss or damage caused by its failure to meet the standard of care and only to the extent of its negligence. 4. AET will not accept any obligation to defend CLIENT other than to meet the standard of care. If a court of competent jurisdiction rules that defense is implied or if required by law, AET's obligation for the cost of defense is only to the extent due to AET's negligent acts, errors or omissions. J. Non -Solicitation Each party to this Agreement (a "Party") agrees that it will not encourage, induce, or actively solicit any employee of the other party to leave their employment for any reason, provided that neither Party is precluded from (a) hiring any such employee who has been terminated by a Party or its subsidiaries prior to commencement of employment discussions between a Party and such employee, or (b) soliciting any such employee by means of a general advertisement or through an employment agency that does not specifically pursue the employee, or (c) hiring employees or former employees of the other Party who contact the Party on its own accord. This Non -Solicitation provision shall be effective and enforceable for six (6) months following termination of this Agreement. K. Unionization AET represents that its employees and personnel providing Services under this Agreement are non -union personnel and that the fees to be charged for the Services are calculated accordingly. In the event that AET is required to provide unionized personnel for performance of the Services, AET reserves the right to charge an appropriate fee increase or to terminate this Service Agreement on three (3) days written notice to CLIENT and CLIENT agrees that AET shall not be liable for any penalties or costs charged or incurred by CLIENT, and CLIENT's successors, assignees, joint -venturers, contractors and subcontractors, or any other parties involved with the Project for claims, liabilities, damages or consequential damages directly or indirectly related to AET's fee increase, termination of the Service Agreement or failure to perform the Services. This reservation of right on the part of AET represents only a reflection of additional costs anticipated to be incurred by AET in connection with assigning unionized personnel to the Project and shall not be considered either approval nor disapproval of unions in general or the use of collective bargaining agreements. L. Posting of Notices on Employee Rights Effective June 21, 2010, prime contracts with a value of $100,000 or more and signed by federal contractors on projects with any agency of the United States government must comply with 29 CFR Part 471, which requires physical posting of a notice to employees of their rights under Federal labor laws. The required notice may be found at 29 Code of Federal Regulations Part 471, Appendix A to Subpart A. The regulation also has a "flow -down" requirement for subcontractors under the prime agreement for subcontracts with a value of $10,000 or more. AET requires strict compliance of its subcontractors working on federal contracts subject to this regulation. The regulation has specific requirements for location of posting and language(s) for the poster. ACS411 (1/23) AMERICAN ENGINEERING TESTING, INC.