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ENVIRONMENTAL / GEOTECHNICAL SERVICE AGREEMENT - TERMS AND CONDITIONS Page 4 of 4
<br />This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination of this Agreement in accordance
<br />with the provisions of the Agreement and related documents and shall survive any such termination.
<br />SECTION 18 - LIMITATION OF LIABILITY
<br />To the fullest extent permitted by applicable law, the total aggregate liability of AET and its officers, directors, partners, employees,
<br />subcontractors, agents, and sub-consultants, to Client and/or ClienYs employees, officers, directors, members, agents, assigns, successors, or
<br />partners, or anyone claiming through Client, for any and all injuries, damages, claims, losses, or expenses (including attorney's fees and costs)
<br />arising out of, resulting from or in any way related to Services provided by AET from any cause or causes, including, but not limited to, its
<br />negligence, professional errors and omissions, strict liability, breach of contract, or breach of warranty, shall not exceed the total compensation
<br />in excess of costs received by AET for Services or $50,000, whichever is greater. The limitation of liability set forth herein does not apply to claims
<br />arising solely out of or related to the willful or intentional acts of AET.
<br />SECTION 19 - 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
<br />United States government must comply with 29 CFR Part 471, which requires physical posting of a notice to employees of their rights under
<br />Federal labor laws. The required notice may be found at 29 Code of Federal Repulations Part 471, AppendixA to Subpart A. The regulation also
<br />has a"flow-down" requirement for subcontractors under the prime agreement for subcontracts with a value of $10,000 or more. AET requires
<br />strict compliance of its subcontractors working on federal contracts subject to this regulation. The regulation has specific requirements for
<br />location of posting and language(s) for the poster.
<br />SECTION 20 - TERMINATION
<br />After 7 days' written notice, either party may elect to terminate this Agreement forjustifiable reasons. In this event, the Client shall pay AET for
<br />all work performed, including demobilization and reporting costs to complete the Services.
<br />SECTION 21 - SEVERABILITY
<br />Any provisions of this Agreement later held to violate a law or regulation shall be deemed void, and all remaining provisions shall continue in
<br />force. However, Client and AET will in good faith attempt to replace an invalid or unenforceable provision with one that is valid and enforceable,
<br />and which comes as close as possible to expressing the intent of the original provision.
<br />SECTION 22 - GOVERNING LAW
<br />This Agreement shall be construed in accordance with the Laws of the State of Minnesota without regard to its conflicts of law provisions.
<br />SECTION 23 - ENTIRE AGREEMENT
<br />This Agreement, including these terms and conditions and attached proposal and appendices, is the entire agreement between AET and Client.
<br />Regardless of inethod of acceptance of this Agreement by the Client, this Agreement supersedes any written or oral agreements, including
<br />purchase/work orders or other Client agreements submitted to AET after the start of our Services. Any modifications to this Agreement must be
<br />mutually acceptable to both parties and accepted in writing. No considerations will be given to revisions to AET's terms and conditions or alternate
<br />contract format submitted by the Client as a condition for payment of AET's accrued Services.
<br />ACS417EG (O1/23) AMERICAN ENGINEERING TESTING, INC.
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