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AIA Document B121 –2018.Copyright ©2014 and 2018.All rights reserved.“The American Institute of Architects,”“American Institute of Architects,”“AIA,”the
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<br />ARTICLE 6 COPYRIGHTS AND LICENSES
<br />§ 6.1 The Architect and the Owner warrant that in transmitting Instruments of Service,or any other information,
<br />the transmitting party is the copyright owner of such information or has permission from the copyright owner to
<br />transmit such information for its use in relation to a Service Agreement.
<br />§ 6.2 The Architect and the Architect’s consultants shall be deemed the authors and owners of their respective
<br />Instruments of Service,including the Drawings and Specifications,and shall retain all common law,statutory and
<br />other reserved rights,including copyrights.Submission or distribution of Instruments of Service to meet official
<br />regulatory requirements or for similar purposes in connection with a Service Agreement is not to be construed as
<br />publication in derogation of the reserved rights of the Architect and the Architect’s consultants.
<br />§ 6.3 The Architect grants to the Owner a nonexclusive license to use the Architect’s Instruments of Service solely
<br />and exclusively for purposes of constructing,using,maintaining,altering and adding to the Project,provided that
<br />the Owner substantially performs its obligations under the Service Agreement,including prompt payment of all
<br />sums when due pursuant to Articles 8 and 9.The Architect shall obtain similar nonexclusive licenses from the
<br />Architect’s consultants consistent with this Master Agreement.The license granted under this section permits the
<br />Owner to authorize the Contractor,Subcontractors,Sub-subcontractors,and suppliers,as well as the Owner’s
<br />consultants and separate contractors,to reproduce applicable portions of the Instruments of Service,subject to any
<br />protocols established pursuant to Section 10.9,solely and exclusively for use in performing services or
<br />construction for the Project.If the Architect rightfully terminates a Service Agreement for cause as provided in
<br />Section 8.4,the license granted in this Section 6.3,and related to the terminated Service Agreement,shall
<br />terminate.
<br />§ 6.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of
<br />Service,the Owner releases the Architect and Architect’s consultant(s)from all claims and causes of action arising
<br />from such uses.The Owner,to the extent permitted by law,further agrees to indemnify and hold harmless the
<br />Architect and its consultants from all costs and expenses,including the cost of defense,related to claims and
<br />causes of action asserted by any third person or entity to the extent such costs and expenses arise from the
<br />Owner’s use of the Instruments of Service under this Section 6.3.1.The terms of this Section 6.3.1 shall not apply
<br />if the Owner rightfully terminates this Agreement for cause under Section 8.4.
<br />§ 6.4 Except for the licenses granted in this Article 6,no other license or right shall be deemed granted or implied
<br />under this Master Agreement.The Owner shall not assign,delegate,sublicense,pledge or otherwise transfer any
<br />license granted herein to another party without the prior written agreement of the Architect.Any unauthorized use
<br />of the Instruments of Service shall be at the Owner’s sole risk and without liability to the Architect and the
<br />Architect’s consultants.
<br />§ 6.5 Except as otherwise stated in Section 6.3,the provisions of this Article 6 shall survive the termination of this
<br />Master Agreement.
<br />ARTICLE 7 CLAIMS AND DISPUTES
<br />§ 7.1 General
<br />§ 7.1.1 The Owner and Architect shall commence all claims and causes of action against the other and arising out
<br />of or related to any Service Agreement,whether in contract,tort,or otherwise,in accordance with the
<br />requirements of the binding dispute resolution method selected in this Master Agreement and within the period
<br />specified by applicable law,but in any case not more than 10 years after the completion of the services provided
<br />pursuant to a specific Service Agreement,whichever is sooner.Completion of the services pursuant to a specific
<br />Service Agreement shall be the date of Substantial Completion of construction related to the services performed
<br />pursuant to the Service Agreement or,where there is no construction work related to a Service Agreement,the
<br />date the Architect completes its services under the Service Agreement.The Owner and Architect waive all claims
<br />and causes of action not commenced in accordance with this Section 7.1.1.
<br />§ 7.1.2 To the extent damages are covered by property insurance,the Owner and Architect waive all rights against
<br />each other and against the contractors,consultants,agents,and employees of the other for damages,except such
<br />rights as they may have to the proceeds of such insurance as set forth in AIA Document A201™–2017,General
<br />Conditions of the Contract for Construction.The Owner or the Architect,as appropriate,shall require of the
<br />contractors,consultants,agents,and employees of any of them,similar waivers in favor of the other parties
<br />enumerated herein.
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