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a. By either party upon 30 days written notice in the event of substantial failure by the <br />other party to perform in accordance with the Agreement's terms through no fault of the <br />terminating patty. Failure to pay Engineer for its services is a substantial failure to <br />perform and a basis for termination. <br />b. By Engineer: <br />1) upon seven days written notice if Owner demands that Engineer furnish or perform <br />services contraty to Engineer's responsibilities as a licensed professional; or <br />2) upon seven days written notice if the Engineer's services for the Project are delayed <br />for more than 90 days for reasons beyond Engineer's control. <br />Engineer shall have no liability to Owner on account of a termination by Engineer under <br />Paragraph 3.0l.A.l.b. <br />c. Notwithstanding the foregoing, this Agreement will not terminate as a result of a <br />substantial failure under Paragraph 3.01.A.1.a if the party receiving such notice begins, <br />within seven days of receipt of such notice, to connect its substantial failure to perform <br />and proceeds diligently to cure such failure within no more than 30 days of receipt of <br />notice; provided, however, that if and to the extent such substantial failure cannot be <br />reasonably cured within such 30 day period, and if such party has diligently attempted to <br />cure the same and thereafter continues diligently to cure the same, then the cure period <br />provided for herein shall extend up to, but in no case more than, 60 days after the date of <br />receipt of the notice. <br />2. For convenience, by Owner effective upon Engineer's receipt of written notice from Owner. <br />B. The terminating party under Paragraph 3.0 LA may set the effective date of termination at a time up <br />to 30 days later than otherwise provided to allow Engineer to complete tasks whose value would <br />otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to <br />assemble Project materials in orderly files. <br />C. In the event of any termination under Paragraph 3.01, Engineer will be entitled to invoice Owner <br />and to receive full payment for all non -disputed services performed or furnished in accordance with <br />this Agreement and all reimbursable expenses incurred through the effective date of termination. <br />4.01 Successors, Assigns, and Beneficiaries <br />A. Owner and Engineer are hereby bound and the successors, executors, administrators, and legal <br />representatives of Owner and Engineer (and to the extent permitted by Paragraph 4.013 the assigns <br />of Owner and Engineer) are hereby bound to the other party to this Agreement and to the <br />successors, executors, administrators, and legal representatives (and said assigns) of such other <br />party, in respect of all covenants, agreements, and obligations of this Agreement. <br />B. Neither Owner nor Engineer may assign, sublet, or transfer any rights under or interest (including, <br />but without limitation, moneys that are due or may become due) in this Agreement without the <br />EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. <br />Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. <br />Page 2 <br />