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<br /> This Agreement, including the exhibits and schedules made part hereof, constitute the entire Agreement between
<br />CONSULTANT and OWNER, supersedes and controls over all prior written or oral understandings. This Agreement
<br />may be amended, supplemented or modified only by a written instrument duly executed by the parties.
<br />
<br />15. ALLOCATION OF RISK
<br /> OWNER AND CONSULTANT HAVE EVALUATED THE RISKS AND REWARDS ASSOCIATED WITH THIS
<br />PROJECT, INCLUDING CONSULTANT’S FEE RELATIVE TO THE RISKS ASSUMED, AND AGREE TO ALLOCATE
<br />CERTAIN OF THE RISKS, SO, TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE
<br />LIABILITY OF CONSULTANT (AND ITS RELATED CORPORATIONS, SUBCONSULTANTS AND EMPLOYEES) TO
<br />OWNER AND THIRD PARTIES GRANTED RELIANCE IS LIMITED TO THE LESSER OF $1,000,000 OR ITS FEE,
<br />FOR ANY AND ALL INJURIES, DAMAGES, CLAIMS, LOSSES, OR EXPENSES (INCLUDING ATTORNEY AND
<br />EXPERT FEES) ARISING OUT OF CONSULTANT’S SERVICES OR THIS AGREEMENT REGARDLESS OF
<br />CAUSE(S) OR THE THEORY OF LIABILITY, INCLUDING NEGLIGENCE, INDEMNITY, OR OTHER RECOVERY.
<br /> 16. LITIGATION SUPPORT
<br /> In the event CONSULTANT is required to respond to a subpoena, government inquiry or other legal process related to
<br />the services in connection with a legal or dispute resolution proceeding to which CONSULTANT is not a party, OWNER
<br />shall reimburse CONSULTANT for reasonable costs in responding and compensate CONSULTANT at its then standard
<br />rates for reasonable time incurred in gathering information and documents and attending depositions, hearings, and trial.
<br />
<br />17. NO THIRD PARTY BENEFICIARIES
<br /> This Agreement gives no rights or benefits to anyone other than the OWNER and CONSULTANT and has no third-party
<br />beneficiaries. All work product will be prepared for the sole and exclusive use of the OWNER and is not for the benefit of
<br />any third party and may not be distributed to, disclosed in any form to, used by, or relied upon by, any third party without
<br />the prior written consent of CONSULTANT, which consent may be withheld in its sole discretion. OWNER agrees to
<br />indemnify CONSULTANT and its officers, employees, subcontractors, and affiliated corporations from all claims,
<br />damages, losses, and costs, including but not limited to litigation expenses and attorney's fees arising out of or related to
<br />the unauthorized disclosure, change, or alteration of such work product.
<br />
<br /> Use of any report or any information contained therein by any party other than OWNER shall be at the sole risk of such
<br />party and shall constitute a release and agreement by such party to defend and indemnify CONSULTANT and its
<br />affiliates, officers, employees and subcontractors from and against any liability for direct, indirect, incidental,
<br />consequential or special loss or damage or other liability of any nature arising from said party’s use of such report or
<br />reliance upon any of its content. To the maximum extent permitted by law, such release from and indemnification
<br />against liability shall apply in contract, tort (including negligence), strict liability, or any other theory of liability.
<br /> 18. DISCLAIMER
<br /> In preparing reports, CONSULTANT relies, in whole or in part, on data and information provided by the OWNER and third
<br />parties, which information has not been independently verified by CONSULTANT and which CONSULTANT has assumed
<br />to be accurate, complete, reliable, and current. Therefore, while CONSULTANT has utilized the customary professional
<br />standard of care in preparing this report, CONSULTANT does not warrant or guarantee the conclusions set forth in reports
<br />which are dependent or based upon data, information or statements supplied by third parties or the OWNER.
<br /> 19 OPERATIONAL TECHNOLOGY SYSTEMS
<br /> OWNER agrees that the effectiveness of operational technology systems (“OT Systems”) and features designed,
<br />recommended or assessed by CONSULTANT are dependent upon OWNER’s continued operation and maintenance of
<br />the OT Systems in accordance with all standards, best practices, laws, and regulations that govern the operation and
<br />maintenance of the OT Systems. OWNER shall be solely responsible for operating and maintaining the OT System in
<br />accordance with applicable industry standards (i.e. ISA, NIST, etc.) and best practices, which generally include but are
<br />not limited to, cyber security policies and procedures, documentation and training requirements, continuous monitoring
<br />of assets for tampering and intrusion, periodic evaluation for asset vulnerabilities, implementation and update of
<br />appropriate technical, physical, and operational standards, and offline testing of all software/firmware patches/updates
<br />prior to placing updates into production. Additionally, OWNER recognizes and agrees that OT Systems are subject to
<br />internal and external breach, compromise, and similar incidents. Security features designed, recommended or
<br />assessed by CONSULTANT are intended to reduce the likelihood that OT Systems will be compromised by such
<br />incidents. However, CONSULTANT does not guarantee that OWNER’s OT Systems are impenetrable and OWNER
<br />agrees to waive any claims against CONSULTANT resulting from any such incidents that relate to or affect OWNER’s
<br />OT Systems.
<br /> 20. FORCE MAJEURE
<br /> CONSULTANT shall not be responsible for delays caused by factors beyond CONSULTANT’s reasonable control,
<br />including but not limited to delays because of strikes, lockouts, work slowdowns or stoppages, government ordered
<br />industry shutdowns, power or server outages, acts of nature, widespread infectious disease outbreaks (including, but
<br />not limited to epidemics and pandemics), failure of any governmental or other regulatory authority to act in a timely
<br />manner, failure of the OWNER to furnish timely information or approve or disapprove of CONSULTANT’s services or
<br />work product, or delays caused by faulty performance by the OWNER’s or by contractors of any level or any other
<br />events or circumstances not within the reasonable control of the party affected, whether similar or dissimilar to any of the
<br />foregoing. When such delays beyond CONSULTANT’s reasonable control occur, the OWNER agrees that
<br />CONSULTANT shall not be responsible for damages, nor shall CONSULTANT be deemed in default of this Agreement,
<br />and the parties will negotiate an equitable adjustment to CONSULTANT’s schedule and/or compensation if impacted by
<br />the force majeure event or condition.
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