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Spheros Environmental | www.spherosenv.com | Page 11 <br /> <br /> <br />terminate this Agreement upon twenty (20) days’ <br />written notice. <br /> <br />XVIII. NOTICE. Any notice to be given hereunder by <br />either Party to the other, shall be in writing and <br />addressed to the Parties at the addresses set forth in <br />the Order Confirmation or to such other address that <br />may be designated by the receiving Party in writing. All <br />notices shall be deemed given when delivered (a) in <br />person, (b) by certified mail, return receipt requested, <br />(c) by commercial courier that provides a receipt of <br />delivery, or (d) by email when the receiving Party <br />acknowledges receipt. <br /> <br />XIX. TERMINATION FOR CONVENIENCE. Either <br />Party may terminate all or part of this Agreement for its <br />convenience and without cause upon giving the other <br />Party not less than thirty (30) days written notice. In <br />such event, Spheros shall be compensated for the <br />Services competently performed up to and including <br />the date of termination. <br /> <br />XX. TERMINATION FOR DEFAULT. Either Party <br />may terminate this Agreement for cause upon giving <br />the other Party not less than ten (10) days written <br />notice for any of the following reasons: (a) substantial <br />failure by the other Party to perform in accordance with <br />the terms of this Agreement and through no fault of <br />the terminating Party, including lack of payment by <br />Client; (b) assignment of this Agreement or transfer of <br />the project by either Party to any other entity without <br />prior written consent of the other Party; (c) suspension <br />of the project or of the Services for more than ninety <br />(90) days, consecutive or in the aggregate; (d) material <br />changes in the conditions under which this Agreement <br />was entered into, the Services or the nature of the <br />project, and the failure of the Parties to reach <br />agreement on the compensation; or (e) Client becomes <br />insolvent or files a petition for bankruptcy. Either Party <br />shall have a period of ten (10) business days from the <br />notice of noncompliance and threatened termination <br />to cure or correct the default. If this Agreement is <br />terminated following default by Spheros, Client is <br />relieved of any unpaid payment obligations owed <br />Spheros for services performed after the default. If this <br />Agreement is terminated following default by Client, <br />Client shall be liable to Spheros for all unpaid <br />compensation for Services, as well as any collection <br />fees associated with the collection of said <br />compensation including but not limited to, attorneys’ <br />fees, court costs, and other related expenses up to and <br />including the termination date. <br /> <br />XXI. ASSIGNMENT. Client shall not assign this <br />Agreement without the prior written consent of <br />Spheros. Any purported assignment or delegation in <br />violation of this Section XXI is null and void. No <br />assignment or delegation relieves Client of any of its <br />obligations under this Agreement. <br /> <br />XXII. ANTI-DISCRIMINATION. The Parties hereby <br />incorporate the requirements of 41 C.F.R. § 60-1.4(a) <br />and 29 C.F.R. § 471, Appendix A to Subpart A, if <br />applicable. Spheros and Client shall also abide by the <br />requirements of 41 CFR 60-300.5(a) and 41 CFR 60- <br />741.5(a), if applicable. These regulations prohibit <br />discrimination against qualified protected veterans and <br />qualified individuals with disabilities and require <br />affirmative action by covered prime contractors and <br />subcontractors to employ and advance in employment <br />qualified protected veterans and qualified individuals <br />with disabilities. <br /> <br />XXIII. ENFORCEMENT AND WAIVER. The failure of <br />either Party in any one or more instances to insist upon <br />strict performance of any of the terms and provisions <br />of this Agreement, shall not be construed as a waiver <br />of the right to assert any such terms and provisions on <br />any future occasion or of damages caused thereby. <br /> <br />XXIV. CHOICE OF LAW; JURISDICTION. This <br />Agreement shall be administered and interpreted <br />under the laws of the State of Colorado without giving <br />effect to any choice or conflict of law provision. Subject <br />to Section XXVIII, any legal suit, action, or proceeding <br />arising out of or relating to this Agreement shall be <br />instituted in the federal courts of the United States of <br />America or the courts of the State of Colorado, and <br />each Party irrevocably suWSBts to the exclusive <br />jurisdiction of such courts in any such suit, action, or <br />proceeding. <br /> <br />XXV. SEVERABILITY. If any of the provisions of this <br />Agreement shall be invalid or unenforceable, such <br />invalidity or unenforceability shall not invalidate or <br />render unenforceable the entire Agreement, but rather <br />the entire Agreement shall be construed as if not <br />containing the particular invalid or unenforceable