Master Services Agreement - Stantec Consulting Services, Inc.

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CONSULTANT shall be entitled to an equitable adjustment to the Compensation and the Project Schedule as a result of any such delay. 9 CONFIDENTIALITY 9.1 CONSULTANT shall treat as confidential and proprietary all information and data delivered to it by CLIENT ("Confidential Information"). Confidential Information shall not be disclosed to any third party, other than CONSULTANT's subcontractors or subconsultants, during or subsequent to the term of this Agreement. Nothing contained herein shall preclude CONSULTANT from disclosing information or data: (i) in the public domain without breach of this Agreement; (ii) developed independently by CONSULTANT; or (iii) where disclosure or submission to any governmental authority is required by applicable statutes, ordinances, codes, regulations, consent decrees, orders, judgements, rules, and all other requirements of any and all governmental or judicial entities that have jurisdiction over the Services ("Law"), but only after written notice has been received by CLIENT. 10 RIGHTS IN DATA 10.1 All right, title and interest in and to the work products provided by CONSULTANT to CLIENT shall be the property of CLIENT ("Work Product"). Methodologies, process know-how and other instruments of service used to prepare the Work Product shall remain the property of CONSULTANT. Any modification or reuse of the Work Product without written verification or adaptation by CONSULTANT for the specific purpose intended will be at CLIENT's sole risk and without liability or legal exposure to CONSULTANT or to CONSULTANT'S subcontractors and subconsultants. 11 INSURANCE 11.1 CONSULTANT will furnish to CLIENT copies of insurance certificates evidencing that it maintains the following coverage's while performing Services, subject to the terms and conditions of the policies: TYPE AMOUNT Workers Compensation Statutory Employers' Liability $1,000,000 policy limit Commercial General Liability $1,000,000 Automobile Liability $1,000,000 Professional Liability $1,000,000 11.2 CONSULTANT will furnish CLIENT with certificates of insurance verifying the above referenced coverages and stating that the insurance carrier will provide CLIENT with thirty days prior written notice of insurance cancellation or reduction below the above listed requirements. A Waiver of Subrogation is required for Workers Compensation. CONSULTANT shall list CLIENT as an additional insured on the Commercial General Liability and the Automobile Liability insurance..