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acceptance tests or procedures within 60 days, after which the receiving <br />20. Controlling Law <br />party shall be deemed to have accepted the data thus transferred. Any <br /> This Agreement is to be governed by the law of the State of Minnesota <br />errors detected within the 60-day acceptance period will be corrected by <br />without regard to its conflicts of laws principles. <br />the party delivering the electronic files. AE2S shall not be responsible to <br /> <br />maintain documents stored in electronic media format after acceptance by <br />21. Notices <br />CLIENT. <br /> Any notice required under this Agreement will be in writing, addressed to <br />the appropriate party at its address shown herein and given personally, or <br />12. Contractors <br />by registered or certified mail postage prepaid, or by a commercial courier <br />AE2S shall not at any time supervise, direct, control, or have authority over <br />service. All notices shall be effective upon the date of receipt. <br />any contractor's work, nor shall AE2S have authority over or be <br /> <br />responsible for the means, methods, techniques, sequences, or procedures <br />22. Executed in Counterparts <br />of construction selected or used by any contractor, or the safety precautions <br /> This Agreement may be executed in counterparts, each of which together <br />and programs incident thereto, for security or safety at a project site, nor <br />will constitute one and the same instrument. Delivery of an executed <br />for any failure of a contractor to comply with laws and regulations <br />counterpart of this Agreement shall constitute effective delivery of this <br />applicable to such contractor's furnishing and performing of its work. <br />Agreement. Each party agrees that the delivery of the Agreement by <br />AE2S neither guarantees the performance of any contractor nor assumes <br />facsimile or electronic mail shall have the same force and effect as delivery <br />of original signature and that each party may use such facsimile or <br />in accordance with the contract between CLIENT and such contractor. <br />electronic mail signatures as evidence of the execution and delivery of the <br />AE2S shall not be responsible for the acts or omissions of any contractor, <br />Agreement by the parties to the same extent that an original signature could <br />subcontractor, or supplier, or of any of their agents or employees or of any <br />be used. <br />furnishing or performing any construction work; or for any decision made <br />regarding the construction contract requirements, or any application, <br />interpretation, or clarification of the construction contract other than those <br />made by AE2S. <br />13. Force Majeure <br />AE2S shall not be liable for any loss or damage due to failure or delay in <br />rendering any service called for under this Agreement resulting from any <br /> <br />14. No Third Party Beneficiaries <br />All duties and responsibilities undertaken pursuant to this Agreement will <br />be for the sole and exclusive benefit of CLIENT and AE2S and not for the <br />benefit of any other party. Nothing contained in this Agreement shall create <br />a contractual relationship with or a cause of action in favor of a third party <br />have any claim against AE2S because of this Agreement or the <br />performance or nonperformance of services hereunder. <br />15. Assignment <br />Neither party shall assign its rights, interests or obligations under this <br />Agreement without the express written consent of the other party. <br />16. Binding Effect <br />This Agreement shall bind, and the benefits thereof shall inure to the <br />respective parties hereto, their legal representatives, executors, <br />administrators, successors, and assigns. <br />17. Severability and Waiver of Provisions <br />Any provision or part of the Agreement held to be void or unenforceable <br />under any laws or regulations shall be deemed stricken, and all remaining <br />provisions shall continue to be valid and binding upon CLIENT and AE2S, <br />who agree that the Agreement shall be reformed to replace such stricken <br />provision or part thereof with a valid and enforceable provision that comes <br />as close as possible to expressing the intention of the stricken provision. <br />Non-enforcement of any provision by either party shall not constitute a <br />waiver of that provision, nor shall it affect the enforceability of that <br />provision or of the remainder of this Agreement. <br />18. Survival <br />All express representations, indemnifications, or limitations of liability <br />included in this Agreement will survive its completion or termination for <br />any reason. <br />19. Headings <br />The headings used in this Agreement are for general reference only and do <br />not have special significance. <br />Exhibit A - Standard Terms and Conditions <br />Page 2 <br />