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SECTION 10 - CHANGE ORDERS
<br />AET's proposal associated with this project may provide an estimated cost for the work. If the proposal amount is a time and material estimate, or if
<br />changes occur affecting the project scope, estimated quantities, project schedule or other unforeseen conditions, AET will communicate with Client and
<br />request a change order. However, nothing in this agreement shall be construed in any way as a waiver of payment by Client to AET for Services authorized
<br />under this agreement. Approval of a change order may be in writing, by electronic communication, or any directive for additional Services.
<br />SECTION 11- MEDIATION
<br />11.1 - Except for enforcement of AET's rights to payment for Services rendered or to assert and/or enforce its lien rights, including without limitation
<br />assertion and enforcement of mechanic's lien rights and foreclosure of the same, Client and AET agree that any claim, dispute or other matter in question
<br />arising out of or related to this Agreement shall be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable
<br />proceedings by either party; provided however that if either party fails to respond to a request for mediation within sixty (60) days, the party requesting
<br />mediation may without further notice, proceed to arbitration or the institution of legal or equitable proceedings.
<br />11.2 - Mediation shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association. Request for mediation
<br />shall be in writing and the parties shall share the mediator's fee and any filing fees equally and each party shall pay their own legal fees. The mediator
<br />shall be acceptable to both parties and shall have experience in commercial construction matters.
<br />SECTION 12 - LITIGATION REIMBURSEMENT
<br />Except for matters relating to non-payment of fees, which is governed by Section 10 hereof, payment of attorney's fees and costs associated with lawsuits
<br />or arbitration of disputes between AET and Client, which are dismissed or are judged substantially in either party's favor, shall be paid by the non -prevailing
<br />party. Applicable costs include, but are not limited to, attorney and expert witness fees, court costs, and other direct costs.
<br />SECTION 13 - MUTUAL INDEMNIFICATION
<br />13.1- Subject to the limitations contained in Sections 14 and 17, AET agrees to indemnify Client from and against damages and costs to the extent caused
<br />by AET's negligent performance of the Services.
<br />13.2 - Client agrees to indemnify AET from and against damages and costs to the extent caused by the intentional acts or negligence of the Client, Owner,
<br />Client's contractors and subcontractors or other third parties.
<br />13.3 - If Client has an indemnity agreement with other persons or entities relating to the project for which AET's Services are performed, the Client shall
<br />include AET as an Additional Insured.
<br />13.4 - AET's indemnification to the Client, including any indemnity required or implied by law, is limited solely to losses or damages caused by its failure
<br />to meet the standard of care and only to the extent of its negligence.
<br />SECTION 14 - NON -SOLICITATION
<br />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
<br />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
<br />subsidiaries prior to commencement of employment discussions between a Party and such employee, or (b) soliciting any such em ployee by means of a
<br />general advertisement or through an employment agency that does not specifically pursue the employee, or (c) hiring employees or former employees
<br />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
<br />termination of this Agreement.
<br />SECTION 15- MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES
<br />Except as specifically set forth herein and to the extent permitted by applicable law, Client and AET waive against each other, and each other's officers,
<br />directors, members, subcontractor, agents, assigns, successors, partners, and employees any and all claims for or entitlement to special, incidental, indirect,
<br />punitive, or consequential damages arising out of, resulting from, or in any way related to the Services provided by AET under this Agreement. This mutual
<br />waiver of consequential damages includes, but is not limited to, the following: loss of profits; loss of revenue; rental costs/expenses incurred; loss of income;
<br />loss of use of property, equipment, materials or services; loss of opportunity; loss of rent; loss of good will; loss of financing; loss of credit; diminution of value;
<br />loss of business and reputation; loss of management or employee productivity or the services of such persons; increased financing costs; cost of substitute
<br />facilities; cost of substitute goods/property/equipment; cost of substitute services; and/or cost of capital. This mutual waiver is applicable, without limitation,
<br />to all consequential damages due to either party's termination of this Agreement in accordance with the provisions of the Agreement and related documents
<br />and shall survive any such termination.
<br />SECTION 16 - LIMITATION OF LIABILITY
<br />To the fullest extent permitted by applicable law, the total aggregate liability of AET and its officers, directors, partners, employees, subcontractors,
<br />agents, and sub -consultants, to Client and/or Client's employees, officers, directors, members, agents, assigns, successors, or partners, or anyone claiming
<br />through Client, for any and all injuries, damages, claims, losses, or expenses (including attorney's fees and costs) arising out of, resulting from or in any
<br />way related to Services provided by AET from any cause or causes, including, but not limited to, its negligence, professional errors and omissions, strict
<br />liability, breach of contract, or breach of warranty shall not exceed the total compensation in excess of costs received by AET for Services or $50,000,
<br />whichever is less. The limitation of liability set forth herein does not apply to claims arising solely out of or related to the willful or intentional acts of AET.
<br />SECTION 17 - POSTING OF NOTICES ON EMPLOYEE RIGHTS
<br />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
<br />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.
<br />The required notice may be found at 29 Code of Federal Reaulations Part 471. AppendixA to Subpart A. The regulation also has a "flow -down" requirement
<br />for subcontractors under the prime agreement for subcontracts with a value of $10,000 or more. AET requires strict compliance of its subcontractors
<br />working on federal contracts subject to this regulation. The regulation has specific requirements for location of posting and language(s) for the poster.
<br />ACS 403C (01/26) AMERICAN ENGINEERING TESTING, INC.
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