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Each party shall be an independent agent with respect to work under this Agreement, and shall not be deemed to
<br />be the servants, employees, or agents of the other.
<br />ARTICLE 9: CONFIDENTIALITY
<br />a. Cardno will maintain in confidence the nature of its Services, as well as all information made available to
<br />Cardno by Client during the term of this Agreement or resulting from Services performed by Cardno under
<br />this Agreement. The confidential obligation imposed on Cardno by Article 9a, however, will not extend to
<br />any such information insofar as, and from such time as Cardno may disclose (i) as required by law, (ii)
<br />pursuant to court order, (Hi) to its subcontractors, agents or other representatives as may be reasonably
<br />necessary to perform its services hereunder (iv) for the purpose of prosecuting or defending any litigation,
<br />or (v) Cardno can show by reasonable proof has been in the public domain. Cardno agrees to use
<br />information intended to be kept confidential under this Article 9a solely to provide its Services.
<br />b. Cardno will require each person it retains to perform services for Chent under this Agreement to comply
<br />with Cardno's confidential obligations under Article 9a above,,
<br />ARTICLE 10: INSURANCE
<br />a. Cardno represents that it willi maintain during the term of this Agreement, and for any period thereafter
<br />required by the terms of the Prime Agreement, at its sole expense Worker's Compensation, Commercial
<br />General Liability, Automobile Liability, Maritime, Professional Liability and Pollution insurance.
<br />b. Certificates of all insurance required under this Agreement will be furnished to, the Client prior to
<br />commencement of Services.
<br />ARTICLE 11: INDEMNIFICATION
<br />a. Cardno shall indemnify and hold harmless Client from and against damages, liabilities, costs and expenses,
<br />including but not limited to reimbursement of reasonable attorney fees arising out of damages or injuries to
<br />persons or property to the extent caused by the negligence, gross negligence or willful misconduct of
<br />Cardno or anyone acting under its direction or control or on its behalf in the course of its performance under
<br />this Agreement; provided that Cardno 's, aforesaid indemnity and hold harmless obligation shall not be
<br />applicable to any liability based upon the sole willful misconduct or sole active negligence of Client or upon
<br />use of or reliance on information supplied by Client or on behalf of Client to Cardno in preparation of any
<br />report, study or other written document and further provided, however, in no event shall Cardno be
<br />responsible for any form of consequential damages, including, but not limited'! to loss of sales, loss of profits,
<br />and attorney fees thereon.
<br />b. Client shall indemnify and hold harmless Cardno from and against damages, liabilities, costs and expenses,
<br />Including but not limited to reimbursement of reasonable attorney fees arising out of (i) damages or injuries
<br />to persons or property caused by the negligence, gross negligence or willful misconduct by Client or anyone
<br />acting under its direction or control or on its behalf in connection with this Agreement and (iH) claims, actions
<br />or demands for environmental liability arising from, or in, relation to, any condition (not caused by the
<br />negligence of Cardno or anyone acting under its authority) on, under or in connection with Owner's real
<br />property or relating to Operations conducted by Client; provided that Client's aforesaid indemnity and hold
<br />harmless obligation shall not be applicable to any liability based upon the sole willful misconduct or sole
<br />active negligence of Cardno and further provided, Ihowever, in no event shall Client be responsible for any
<br />form of consequential damages, including, but not limited to loss of sales, loss of profits and attorney fees
<br />thereon.
<br />C. For purposes of this Article 11, the duty to indemnity does not include the duty to pay for or to provide an
<br />up -front defense against unproven claims or allegations.
<br />d. Where any claim results from the joint negligence, gross negligence, or willful misconduct, by Client and
<br />Caird'no, the amount of such damage for which, Client or Cardno is liable as indemnitor under this Article 11
<br />shall equal the proportionate part that the amount of such claim attributable to such indemnitor's negligence,
<br />gross negligence, willful misconduct, bears to the amount of the total claim attributable to the joint
<br />negligence, gross negligence, or willful misconduct, at issue.
<br />A2 — Cardno Professional Services Agreement Page 3 of 7
<br />2017 V3
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