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, MIGIZI I1111ji C;•'� ;P PROFESSIONAL SERVICES TERMS AND CONDITIONS t �Ea2-of�— DOCUMENTS:All of the documents prepared by or on behalf MIGIZI in connection with the PROJECT are instruments of service for the execution of the PROJECT. MIGIZI retains the property and copyright in these documents,whether the PROJECT is executed or not. These documents may not be used for any other purpose without the prior written consent of MIGIZI.In the event MIGIZI's documents are subsequently reused or modified in any material respect without the prior consent of MIGIZI,the CLIENT agrees to defend, hold harmless and indemnify MIGIZI from any claims advanced on account of said reuse or modification. MIGIZI cannot guarantee the authenticity,integrity or completeness of data files supplied in electronic format("Electronic Files").CLIENT shall release,indemnify and hold MIGIZI,its officers,employees,consultants and agents harmless from any claims or damages arising from the use of Electronic Files.Electronic files will not contain stamps or seals,remain the properties of MIGIZI,are not to be used for any purpose other than that for which they were transmitted,and are not to be retransmitted to a third party without MIGIZI's written consent. FIELD SERVICES:MIGIZI shall not be responsible for construction means,methods,techniques,sequences or procedures,or for safety precautions and programs in connection with work on the PROJECT,and shall not be responsible for any contractor's failure to carry out the work in accordance with the contract documents. MIGIZI shall not be responsible for the acts or omissions of any contractor, subcontractor,any of their agents or employees,or any other persons performing any of the work in connection with the PROJECT. GOVERNING LAW/COMPLIANCE WITH LAWS:The AGREEMENT shall be governed,construed and enforced in accordance with the laws of the jurisdiction of the State of Washington and venue for any action to enforce this AGREEMENT,shall at MIGIZI's sole discretion, lie in King County,Washington. , ATTORNEYS FEES AND COSTS: In any action to enforce this AGREEMENT,the prevailing party shall be entitled to recover and be awarded Its legal fees and costs,Including fees and costs incurred in any bankruptcy and/or arbitration proceedings,as well as any and all post-judgement enforcement decisions. I ASSIGNMENT:The CLIENT and MIGIZI shall not,without the prior written consent of the other party,assign the benefit or in any way transfer the obligations under these Terms and Conditions or any part hereof. SEVERABILITY:If any term,condition or covenant of the AGREEMENT is held by a court of competent jurisdiction to be invalid,void,or unenforceable,the remaining provisions of the AGREEMENT shall be binding on the CLIENT and MIGIZI. 15MAR2016