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GOOD FAITH THAT SUCH ACTION IS REQUIRED BY PROFESSIONAL STANDARDS OF CONDUCT FOR
<br />THE PRESERVATION OF PUBLIC HEALTH, SAFETY OR WELFARE, OR BY LAW. CLIENT'S LIABILITY
<br />AND CONSULTANT'S REMEDIES FOR ALL CAUSES OF ACTION ARISING HEREUNDER WHETHER
<br />BASED IN CONTRACT, WARRANTY, NEGLIGENCE, INDEMNITY, OR ANY OTHER CAUSE OF ACTION,
<br />SHALL NOT EXCEED IN THE CUMULATIVE AGGREGATE (INCLUDING ANY INSURANCE PROCEEDS)
<br />WITH RESPECT TO ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHATEVER
<br />MINIMUM AMOUNT MAY BE REQUIRED BY LAW OR, IF NONE, THE AMOUNT OF COMPENSATION
<br />OWED CONSULTANT FOR SUCH SERVICES.
<br />b. CONSEQUENTIAL DAMAGES: FURTHER AND REGARDLESS OF ANY OTHER PROVISION HEREIN,
<br />CONSULTANT AND CLIENT SHALL NOT, RESPECTIVELY, BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
<br />PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS,
<br />DECLINE IN PROPERTY VALUE, REGULATORY AGENCY FINES, LOST PRODUCTION OR LOSS OF USE)
<br />INCURRED BY CONSULTANT OR CLIENT OR FOR WHICH CONSULTANT OR CLIENT MAY BE LIABLE
<br />TO ANY THIRD PARTY OCCASIONED BY THE SERVICES OR BY APPLICATION OR USE OF REPORTS OR
<br />OTHER WORK PERFORMED HEREUNDER.
<br />15. GOVERNING LAWS: The validity, construction, scope and performance of this Agreement shall be
<br />governed by and construed in accordance with the laws of the State of Texas, except as otherwise
<br />provided herein. Each of the Parties hereby irrevocably waives all right to trial by jury in any action,
<br />proceeding, or counterclaim relating to this Agreement (whether in contract, statute, tort
<br />(including, without limitation, negligence) or otherwise).
<br />16. TERMINATION: Either Party may terminate this AGREEMENT for convenience or cause upon thirty
<br />(30) days written notice to the other Party. Either Party may terminate this AGREEMENT in the
<br />event of a material breach by the other Party; provided that the non -breaching Party provides
<br />written notice specifying the nature of the breach and allowing no less than thirty (30) days for
<br />the breaching Party to remedy the breach. If the breach is not remedied within this time, the non -
<br />breaching Party may terminate the AGREEMENT. Upon termination, CLIENT shall pay
<br />CONSULTANT for all SERVICES accepted by CLIENT that were performed hereunder up to the date
<br />of such termination. In addition, if CLIENT terminates for convenience, without cause, CLIENT shall
<br />pay CONSULTANT all reasonable costs and expenses incurred by CONSULTANT in effecting the
<br />termination, including, but not limited to non -cancelable commitments and demobilization costs.
<br />17. ASSIGNMENT: Neither CONSULTANT nor CLIENT shall assign any right or delegate any duty under
<br />this AGREEMENT without the prior written consent of the other, which consent shall not be
<br />unreasonably withheld. Notwithstanding the foregoing, the SERVICES may be performed by any
<br />subsidiary or affiliate of GrantWorks, Inc., upon such entity's written consent to the terms of this
<br />AGREEMENT and, CONSULTANT may, upon notice to CLIENT, assign, pledge or otherwise
<br />hypothecate the cash proceeds and accounts receivable resulting from the performance of any
<br />SERVICES or sale of any goods pursuant to this AGREEMENT.
<br />18. RECORDS AND AUDITS: During the term of this AGREEMENT, the CONSULTANT shall assist the
<br />CLIENT in maintaining fiscal records and supporting documentation for all expenditures of funds
<br />made under the AGREEMENT. CLIENT shall retain such records, and any supporting
<br />documentation, for the greater of three years from closeout of the AGREEMENT or the period
<br />required by other applicable laws and regulations.
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