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<br /> <br />SCJ Agreement for Professional Services Page 3 <br />Section 7 – Notice to Cure a Default. If SCJ materially breaches a provision of this Agreement, SCJ may be deemed <br />in default. If SCJ fails within five (5) business days after written notification to commence and continue satisfactory <br />correction of such default with diligence and promptness, then Client shall give SCJ a second writ ten notice of <br />termination within three (3) business days following the end of the five (5) day period. <br /> <br /> <br />Section 8 – Termination by Client. <br /> <br />8.1 Client may terminate this Agreement as provided in Section 7 in addition to any other remedy provided by <br />this Agreement. If Client’s costs arising out of SCJ’s failure to cure the default, including the cost of <br />completing the Work, exceed the unpaid Compensation to SCJ, SCJ shall be liable to the Client for such <br />excess costs as limited by Section 10 below. If Client’s costs are less than the unpaid Compensation to SCJ, <br />Client shall pay the difference to SCJ. In the event Client exercises its rights under this Section 8, Client shall <br />furnish to SCJ a detailed accounting of the costs incurred by Client . <br /> <br />8.2 Client may terminate this Agreement for its own convenience upon fourteen (14) days written notice to <br />SCJ. Upon any termination for convenience, Client shall pay SCJ for all sums due through the effective date <br />of the termination including, but not limited to, the amounts provided in Section 3 above and any expected <br />profits. <br /> <br />8.3 If Client terminates this Agreement, with or without cause, before SCJ completes all of the Work, SCJ shall <br />have the right to complete such services, analysis, and records, within its sole discretion, as are necessary <br />to place SCJ’s files in order and to complete a report on the services performed pursuant to this Agreement <br />(“Project Closeout”). The time expended and expenses incurred by SCJ in carrying out the Project Closeout <br />shall be billed to Client in addition to all time expended and expenses incurred by SCJ up to the date of <br />termination. <br /> <br />Section 9 – Termination by SCJ. <br /> <br />9.1 SCJ may terminate this Agreement upon five (5) days written notice of the following: <br /> <br /> a. Client fails to pay SCJ in accordance with this Agreement. <br /> <br /> b. Client otherwise materially breaches this Agreement. <br /> <br />9.2 Upon termination by SCJ pursuant to this Agreement, SCJ shall be entitled to recover from Client payment <br />for all sums due through the date of termination and for any proven loss, cost, or expense including, but <br />not limited to, the amounts owing from Section 3 above, expected profits, and Project Closeout. <br /> <br />Section 10 – Limitation of Liability. The parties agree that the liability of SCJ (which includes SCJ’s shareholders, <br />directors, officers, employees, and agents) to Client for any loss or damage (whether damage or destruction of <br />property or personal injury or death) related in any way to SCJ’s performance or nonperformance under this <br />Agreement shall be limited to the total Compensation in Section 3 above or one hundred thousand dollars <br />($100,000), whichever is greater. IN NO EVENT SHALL SCJ BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, <br />INCIDENTAL, LOST PROFITS OR LIFE EXPECTANCY DAMAGES ARISING OUT OF THIS AGREEMENT. <br /> <br />Section 11 – Indemnification. <br /> <br />11.1 SCJ shall indemnify and hold Client harmless from all claims, demands or lawsuits at law or equity for <br />personal injury or property damage (“Claim”) arising in whole or in part from the negligence of SCJ or SCJ’s <br />agents, employees, or subconsultants; provided that nothing herein shall require SCJ to indemnify and hold <br />harmless Client from Claims based solely upon the negligence of Client, its agents, officers or employees.