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Section 8 -Termination by Client.
<br />8 .1 Client may terminate this Agreement as provided in Section 7 i n addition to any other remedy provided by
<br />this Agreement. If Client's costs aris ing 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 />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 />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 />terminat ion .
<br />Section 9 -Termination by SCJ.
<br />9 .1 SCJ may terminate this Agreement upon five (S) days written notice of the following:
<br />a. Cl ient fails to pay SCJ in accordance with this Agreement .
<br />b. Client otherwise materially breaches this Agreement .
<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 lim ited to, the amounts owing from Section 3 above, expected profits, and Project Closeout .
<br />Section 10 -Limitation of Liability . The parties agree that the liab ility 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 Compensat ion in Sect ion 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 />Section 11-Indemnification .
<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 negl igence of Client, its agents, officers or employees.
<br />11.2 Client shall indemnify and hold harmless SCJ, its officers, directors, shareholders , and employees, from all
<br />claims, demands, or lawsuits at law or equity for personal injury or property damage ("Claim") arising in
<br />whole or in part from the negligence of Client or Client's agents, employees, contractors, or subcontractors;
<br />providing that nothing herein shall require Client to indemnify and hold harmless SCJ from Claims based
<br />solely upon the negligence of SCJ, its agents , officers, or employees .
<br />SCJ Agreement for Professional Services Page3
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