6B(2) Proposal for professional services (Coveleski Stadium)

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receiving the data; or (5) the incompatibility of software or hardware used by Architect and the other parties to this Agreement. 6.3.5 The Electronic Data provided by Architect under the terms of this Agreement are the proprietary information of Architect. All Electronic Data shall be treated as confidential and is not to be disclosed to or shared with others without Architect's express, written consent. 6.3.6 Owner agrees to include language similar to paragraphs 6.3.1 through 6.3.5 in the General Conditions to the Contract for Construction and require Contractors, Construction Managers, Subcontractors and Vendors to agree to these terms and conditions for the transfer of Architect's Electronic Data for the project. ARTICLE 7 DISPUTE RESOLUTION /ARBITRATION 7.1 Any controversy, claim or dispute arising out of or relating to the interpretation, construction, or performance of this Agreement, or breach thereof, shall be referred to voluntary, nonbinding mediation to be conducted by a mutually acceptable mediator prior to resorting to litigation or arbitration. ARTICLE 8 TERMINATION, SUSPENSION OR ABANDONMENT 8.1 This Agreement may be terminated by either party upon not less than seven (7) days written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. 8.2 If the Project is suspended by the Owner for more than thirty (30) consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Architect's services. 8.3 This Agreement may be terminated by the Owner upon not less than seven (7) days' written notice to the Architect in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than ninety (90) consecutive days, the Architect may terminate this Agreement by giving written notice. 8.4 Failure by the Owner to make payments, within sixty (60) days of the date posted, to the Architect in accordance with this Agreement shall be considered substantial nonperformance and cause for either termination or suspension. 8.5 If the Owner fails to make payment when due the Architect for services and expenses, the Architect may, upon seven (7) days' written notice to the Owner, suspend performance of services under this Agreement. Unless payment in full is received by the Architect within seven (7) days of the date of the notice, the suspension shall take effect without further notice. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. 8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed satisfactorily prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Paragraph 8.7. 14 of 19