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PROFESSIONAL SERVICES AGREEMENT Page 4
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<br />Project is executed or not. Payment to Stantec of the compensation prescribed in this Agreement shall be a condition
<br />precedent to the Client's right to use documentation prepared by Stantec. These documents may not be used for any
<br />other purpose without the prior written agreement of Stantec. The Client shall have a permanent non-exclusive, royalty-
<br />free license to use any concept, product or process which is patentable or capable of trademark, produced by or
<br />resulting from the Services rendered by Stantec in connection with the Project, for the life of the Project. The Client shall
<br />not use, infringe upon or appropriate such concepts, products or processes without the express written agreement of
<br />Stantec. In the event Stantec’s documents are subsequently reused or modified in any material respect without the prior
<br />consent of Stantec, the Client agrees to indemnify Stantec from any claims advanced on account of said reuse or
<br />modification.
<br />Any document produced by Stantec in relation to the Services is intended for the sole use of Client. The documents may
<br />not be relied upon by any other party without the express written consent of Stantec, which may be withheld at Stantec’s
<br />discretion. Any such consent will provide no greater rights to the third party than those held by the Client under the
<br />contract, and will only be authorized pursuant to the conditions of Stantec’s standard form reliance letter.
<br />Stantec cannot guarantee the authenticity, integrity or completeness of data files supplied in electronic format
<br />(“Electronic Files”). Client shall release, indemnify and hold Stantec, its officers, employees, consultants and agents
<br />harmless from any claims or damages arising from the use of Electronic Files. Electronic files will not contain stamps or
<br />seals, remain the property of Stantec, are not to be used for any purpose other than that for which they were transmitted,
<br />and are not to be retransmitted to a third party without Stantec’s written consent.
<br />PROJECT PROMOTION: Where the Client has control or influence over construction signage, press releases and/or other
<br />promotional information identifying the project (“Project Promotion”), the Client agrees to include Stantec in such Project
<br />Promotion.
<br />FORCE MAJEURE: Any default in the performance of this Agreement caused by any of the following events and without
<br />fault or negligence on the part of the defaulting party shall not constitute a breach of contract: labor strikes, riots, war,
<br />acts of governmental authorities, unusually severe weather conditions or other natural catastrophe, disease, epidemic or
<br />pandemic, or any other cause beyond the reasonable control or contemplation of either party. Nothing herein relieves
<br />the Client of its obligation to pay Stantec for services rendered.
<br />GOVERNING LAW: This Agreement shall be governed, construed and enforced in accordance with the laws of the
<br />jurisdiction in which the majority of the Services are performed.
<br />DISPUTE RESOLUTION: If requested in writing by either the Client or Stantec, the Client and Stantec shall attempt to resolve
<br />any dispute between them arising out of or in connection with this Agreement by entering into structured non-binding
<br />negotiations with the assistance of a mediator on a without prejudice basis. The mediator shall be appointed by
<br />agreement of the parties. The Parties agree that any actions under this Agreement will be brought in the appropriate
<br />court in the jurisdiction of Governing Law, or elsewhere by mutual agreement. Nothing herein however prevents Stantec
<br />from any exercising statutory lien rights or remedies in accordance with legislation where the project site is located.
<br />ATTORNEYS FEES: In the event of a dispute hereunder, the prevailing party is entitled to recover from the other party all
<br />costs incurred by the prevailing party in enforcing this Agreement and prosecuting the dispute, including reasonable
<br />attorney’s and expert’s fees, whether incurred through formal legal proceedings or otherwise.
<br />ASSIGNMENT AND SUCCESSORS: The Client shall not, without the prior written consent of Stantec, assign the benefit or in
<br />any way transfer the obligations of this Agreement or any part hereof. This Agreement shall inure to the benefit of and be
<br />binding upon the parties hereto, and except as otherwise provided herein, upon their executors, adminis trators,
<br />successors, and assigns.
<br />PROTECTION OF PRIVACY LAWS: The parties acknowledge that information relating to an identified or identifiable person
<br />(“Personal Information”) may be exchanged in the course of this Project pursuant to this Agreement.
<br />The party disclosing Personal Information (the “Disclosing Party”) warrants that is has all necessary authorizations and
<br />approvals required to process and disclose the Personal Information and to enable the party receiving the Personal
<br />Information (the “Receiving Party”) to process it in performing the Services. The Disclosing Party will provide the Receiving
<br />Party with written notice containing the details of what Personal Information will be provided.
<br />The Receiving Party will comply with any reasonable instruction from the Disclosing Party in respect of such Personal
<br />Information and implement appropriate technical and organization measures to protect the Personal Information against
<br />unauthorized or unlawful processing and accidental loss, theft, use, disclosure, destruction and/or damage.
<br />The Receiving Party shall be permitted, upon prior written consent of the Disclosing Party, to transfer Personal Information
<br />outside the jurisdiction if required for performance of the Services provided that such transfers are in accordance with
<br />relevant and applicable requirements under applicable legislation. The Receiving Party shall provide the Disclosing Party
<br />with full cooperation and assistance in meeting its obligations under applicable privacy legislation, including in relation
<br />to the security of processing, the notification of Personal Information breaches, the notification of requests from individuals
<br />and Personal Information protection impact assessments.
<br />On termination of this Agreement, the Receiving Party shall cease processing Personal Information and shall delete and
<br />destruct or return to the Disclosing Party (as the Disclosing Party may require) all Personal Information held or processed
<br />by the Receiving Party on the Disclosing Party’s behalf. It is understood however, that the Receiving Party may need to
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