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<br /> <br />Page 9 <br />EJCDC E-500 Agreement Between Owner and Engineer for Professional Services <br />Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. <br />2. In the event of termination by Owner for convenience or by Engineer for cause, Engineer shall <br />be entitled, in addition to invoicing for those items identified in Paragraph 6.05.D.1, to <br />invoice Owner and to payment of a reasonable amount for services and expenses directly <br />attributable to termination, both before and after the effective date of termination, such as <br />reassignment of personnel, costs of terminating contracts with Engineer’s Consultants, and <br />other related close-out costs, using methods and rates for Additional Services as set forth in <br />Exhibit C. <br />6.06 Controlling Law <br />A. This Agreement is to be governed by the law of the state or jurisdiction in which the Project is <br />located. <br />6.07 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 6.07.B the <br />assigns 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 />written consent of the other, except to the extent that any assignment, subletting, or transfer is <br />mandated or restricted by law. Unless specifically stated to the contrary in any written consent to <br />an assignment, no assignment will release or discharge the assignor from any duty or <br />responsibility under this Agreement. <br />C. Unless expressly provided otherwise in this Agreement: <br />1. Nothing in this Agreement shall be construed to create, impose, or give rise to any duty <br />owed by Owner or Engineer to any Contractor, Subcontractor, Supplier, other individual <br />or entity, or to any surety for or employee of any of them. <br />2. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole <br />and exclusive benefit of Owner and Engineer and not for the benefit of any other party. <br />3. Owner agrees that the substance of the provisions of this Paragraph 6.07.C shall appear in <br />the Contract Documents. <br />6.08 Dispute Resolution <br />A. Owner and Engineer agree to negotiate all disputes between them in good faith for a period of 30 <br />days from the date of notice prior to invoking the procedures of Exhibit H or other provisions of <br />this Agreement, or exercising their rights under law. <br />B. If the parties fail to resolve a dispute through negotiation under Paragraph 6.08.A, then either or <br />both may invoke the procedures of Exhibit H. If Exhibit H is not included, or if no dispute <br />resolution method is specified in Exhibit H, then the parties may exercise their rights under law.