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<br /> PERKINS+WILL
<br /> confidential or proprietary information if the Client has previously advised Perkins+Will in writing of the specific
<br /> information considered by the Client to be confidential or proprietary. The Client shall provide professional credit for
<br /> Perkins+Will in the Client's promotional materials for the Project.
<br /> DISPUTE RESOLUTION
<br /> The parties shall endeavor to resolve claims,disputes and other matters in question between them by mediation which,
<br /> unless the parties mutually agree otherwise, shall be under the auspices of a recognized, neutral, third-party
<br /> professional mediation service experienced in handling construction disputes, or other mediation method or service
<br /> acceptable to the parties, prior to undertaking any other dispute resolution action. The parties shall share the
<br /> mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located,
<br /> unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement
<br /> agreements in any court having jurisdiction thereof.
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<br /> If the parties do not resolve a dispute through mediation, the method of binding dispute resolution shall be litigation
<br /> in a court of competent jurisdiction.
<br /> Perkins+Will and Client waive consequential damages for claims, disputes or other matters in question arising out of
<br /> or relating to this Agreement. This mutual waiver includes, without limitation, damages incurred by the Client for
<br /> rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or
<br /> employee productivity or the services of such persons.
<br /> LIMITATION OF LIABILITY
<br /> The Client acknowledges that Perkins+Will and its consultants are limited liability entities and agrees that any claim
<br /> made by it arising out of any act or omission of any director, officer, or employee of Perkins+Will, or its consultants,
<br /> in the execution or performance of the Agreement, shall be made against the entity and not against any of their
<br /> individual directors, officers, or employees.
<br /> For Projects Located in Florida Only: PURSUANT TO FLORIDA STATUTES
<br /> SECTION 558.0035(1)(C), AN INDIVIDUAL, EMPLOYEE, OR AGENT MAY
<br /> NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE OCCURRING
<br /> WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT.
<br /> To the fullest extent permitted by law, the total liability in the aggregate, of Perkins+Will and Perkins+Will's officers,
<br /> directors, employees, agents, and independent professional associates, and any of them, to Client and any one
<br /> claiming by, through or under Client, for any and all injuries,claims, losses, expenses, or damages whatsoever arising
<br /> out of or in any way related to Perkins+Will's services, the project, or this Agreement, from any cause or causes
<br /> whatsoever, including but not limited to, the negligence, errors, omissions, strict liability, breach of contract,
<br /> misrepresentation, or breach of warranty of Perkins+Will or Perkins+Will's officers, directors, employees, agents or
<br /> independent professional associates,or any of them,shall not exceed the total compensation received by Perkins+Will
<br /> under this Agreement, or the sum of$100,000, whichever is the lesser.
<br /> No person or entity other than Client is intended to be a beneficiary of Perkins+Will's services under this Agreement.
<br /> FORCE MAJEURE
<br /> Perkins+Will shall not be liable for failure to perform the contract or meet any schedule of performance of services to
<br /> the extent that any delay or impediment arises from causes beyond the control and without the fault or negligence of
<br /> Perkins+Will. Examples of such causes include but are not limited to, acts of God or of the public enemy,acts of the
<br /> Client or third parties,fires,floods, pandemics or epidemics, quarantine restrictions,strikes or labor actions, boycotts,
<br /> freight embargoes, and unusually severe weather.
<br /> INTEGRATION
<br /> This Agreement is the integrated understanding of the Client and Perkins+Will and all prior understandings or
<br /> undertakings, whether verbal or in writing regarding the subject matter of this Agreement are superseded by this
<br /> Agreement. Any modification to this Agreement must be in the form of a writing subscribed to by both parties,
<br /> including by an exchange of electronic communications expressly containing the agreement to the modification by
<br /> both parties.
<br /> per kinswill.com t,d, B
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