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Service or any other information or documentation in digital form, they shall endeavor to establish necessary
<br />protocols governing such transmissions.
<br />§ 7.2 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 the Project is not to be construed as publication
<br />in derogation of the reserved rights of the Architect and the Architect's consultants.
<br />§ 7.3 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to use the
<br />Architect's Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering
<br />and adding to the Project, provided that the Owner substantially performs its obligations, including prompt payment
<br />of all sums when due, under this Agreement. The Architect shall obtain similar nonexclusive licenses from the
<br />Architect's consultants consistent with this Agreement. The license granted under this section permits the Owner to
<br />authorize the Contractor, Construction Manager, Subcontractors, Sub - subcontractors, and material or equipment
<br />suppliers, as well as the Owner's consultants and separate contractors, to reproduce applicable portions of the
<br />Instruments of Service solely and exclusively for use in performing services or construction for the Project. if the
<br />Architect rightfully terminates this Agreement for cause as provided in Section 9.4, the license granted in this
<br />Section 7.3 shall terminate.
<br />§ 7.3.1 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) front 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 causes
<br />of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's use of
<br />the Instruments of Service under this Section 7.3.1. The terns of this Section 7.3.1 shall not apply if the Owner
<br />rightfully terminates this Agreement for cause under Section 9.4.
<br />§ 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or implied
<br />under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license
<br />granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the
<br />Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's
<br />consultants.
<br />ARTICLE 8 CLAIMS AND DISPUTES
<br />§ 8.1 General
<br />§ 8.1.1 The Owner and Architect shall commence all claims and causes of action, whether in contract, tor, or
<br />otherwise, against the other arising out of or related to this Agreement in accordance with the requirements of the
<br />method of binding dispute resolution selected in this Agreement within the period specified by applicable law, but in
<br />any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Architect
<br />waive all claims and causes of action not commenced in accordance with this Section 8.1.1.
<br />§ 8.1.2 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 A232 -2009, General
<br />Conditions of the Contract for Construction. The Owner or the Architect, as appropriate, shall require of the
<br />Construction Manager, contractors, consultants, agents and employees of any of them similar waivers in favor of the
<br />other parties enumerated herein.
<br />§ 8.1.3 The Architect shall indemnify and hold the Owner and the Owner's officers and employees hannless from
<br />and against damages, losses and judgments arising front claims by third parties, including reasonable attorneys' fees
<br />and expenses recoverable under applicable law, but only to the extent they are caused by the negligent acts or
<br />omissions of the Architect, its employees and its consultants in the performance of professional services under this
<br />Agreement. The Architect's duty to indemnify the Owner under this provision shall be limited to the available
<br />proceeds of insurance coverage.
<br />MA Document D132. - 2009 (formerly D113°CNa - 1992). Copyright :. 1992 tied 2009 by The American Institute of Architect
<br />reserved. ;:A...it ' : f ' . . tt Docimmirli. 1 ..1 1 )R01017:4ntl ePpa
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<br />s on 1 0/;014,'; s :.•r. sal draft was produced by MA software of OP. �1.3a on 12/ 23/2013 unties Uu1Pr NO N5910Um43 1 whl
<br />expires on 10/20/2014, and 1r. not tar resale.
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