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Mr. Gary Vest Proposal fox Master Plannin8 Services Paris Business Park November 19, 2002 PAGE 8 constructing, using, maintaining, repairing, remodeling or modifying the Project. If any item produced by Graeber, Simmons & Cowan is copyrightable, Graeber, Simmons & Cowan reserves the right to copyright it, provided that Graeber, Simmons & Cowan hereby grants to the PEDC a royalty free, and non-exclusive license to reproduce, publish, modify and use such items and to authorize others to do so for the purposes set forth above. The term of such license shall be for the life of the copyright and all extensions or renewals thereof. This license is revocable by Graeber, Simmons & Cowan upon ten (10) days prior notice for non-payment of Graeber, Simmons & Cowan's compensation under this agreement or for any other material, unexcused breach of contract by the PEDC, but only until final payment is made by the PEDC to Graeber, Simmons & Cowan; thereafter, the license shall be irrevocable. Ail such items furnished or produced by Graeber, Simmons & Cowan pursuant to this agreement are considered instruments of services with respect to this project. Nothing contained herein authorizes the PEDC to duplicate the instruments of service in connection with construction of a separate project substantially identical to this one on this site or another site Graeber, Simmons & Cowan does not represent or warrant such items to be suitable for reuse on any other project or for any other purpose. H. Opinions of probable cost or evaluations by third parties will represent Graeber, Simmons & Cowan's best judgment as professionals familiar with architecture and interior design and do not imply that actual costs will not vary. I. Graeber, Simmons & Cowan reserves the right to re-negotiate this proposal if it is not accepted and activated within thirty (30) calendar days. Project completion is estimated on or before December 2002. Should the scope .of the project be substantially increased or decreased or the project be significantly delayed or extended, Graeber, Simmons & Cowan reserves the right to re-negotiate the fees set forth herein or invoice for services on an hourly basis as previously outlined. K. All drawings, specifications, information, reports, sources, etc. provided to Graeber, Simmons & Cowan must document the space accurately and will be furnished at your expense. Corrections to documents and/or site measurements resulting from inaccurate drawings supplied to Graeber, Simmons & Cowan will be billed as additional'services. L. If for some reason your authorized representative should change, Graeber, Simmons & Cowan will be compensated based on the hourly rates in Section V, Compensation to update the new representative. If this proposal is acceptable, please sign and return both copies to Graeber, Simmons & Cowan. A copy of the fully executed agreement will be sent to you. Thank you. OFFERED BY: ACCEPTED BY: GRAEBER, SIMMONS & COWAN PARIS ECONOMIC DEVELOPMENT CORP.