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Unless otherwise stated in this agreement, the Architect’s services
terminate one vear after certification of Substantial Performance. For
services required following expiry of the period of one year after
certification of Substantial Performance, the Client shall arrange
with the Architect for services as provided under paragraph 2.4.19.

This agreement may be terminated by either party upon seven days’
written notice should the other party fail substantially to perform in
accordance with its terrns through no fault of the party initiating the
termination.

This agreement may be terminated by the Client upon ar least seven
days’ written notice to the Architect in the event thar the project is
permanently abandoned.

In the event of termination, the Architect shall be compensated
within 30 days of the date that an invoice is rendered for all services
performed to termination date, together with reimbursable expenses
then due and all termination expenses as defined in paragraph 3.5.5.

Termination expenses include expenses directly attributable to sus-

pension, abandonment or termination for which the Architect is not

otherwise compensated, and in addition, an amount computed as a

percentage of the total fee for basic and additional services earned

to the time of termination, as follows:

(a) twenty percent if suspension or termination occurs during the
schematic design phase; or

(b) ten percent if suspension or termination occurs during the de-
sign development phase;, or

(c) five percent if suspension or termination occurs during any sub-
sequent phase.

Unless otherwise specified, this agreement shall be governed by the
law of the Place of the Work.

The Client and the Architect, respectively bind themselves, their part-
ners, successors, assigns and legal representatives to the other party
to this agreement and to the partners, successors, assigns and legal
representatives of such other party with respect to all covenants of
this agreement. Except as otherwise provided herein, neither the
Client nor the Architect shall assign, sublet, or transfer an interest in
this agreement without the written consent of the other.

This agreement represents the entire and integrated agreement be-
tween the Client and the Architect and supersedes all prior negotia-
tions, representations, or agreements, either written or oral. This
agreement may be amended only by written instrument signed by
both Client and Architect.

Article 3.5
Termination

Article 3.6
Law Governing
This Agreement

Article 3.7
Successors and

Assigns

Article 3.8
Extent of
Agreement