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shall make decisions within a reasonable time and carry out its other responsibilities in a timely manner so as not to delay the services. Client shall give prompt written notice to GHD whenever Client observes or otherwise becomes aware of any failure by GHD to provide services that meet the standard of care established in this Agreement. (d) At the request of GHD, Client shall provide GHD with the following information (which shall also be considered “Client Data”) to the extent such information is in Client's possession and is pertinent to the Scope of Work, as determined by GHD: (i) all criteria and full information as to Client's requirements; copies of all design and construction standards which Client will require to be included in GHD's work; copies of Client's standard terms, conditions, and related documents for GHD to include in bidding documents, when applicable; and (ii) any other available information pertinent to the project, including, without limitation, reports and data relative to previous designs or investigations; environmental, geological, and geotechnical conditions of the project site and all surrounding areas at or adjacent to the project site; and insofar as such information is not available, Client will pay GHD for the reasonable cost of obtaining such information. (e) If applicable to the Scope of Work, Client shall be responsible for providing information, to the extent such information is within Client’s possession, (which shall also be considered “Client Data”) regarding the location of all known subsurface structures including but not limited to pipes, tanks, sewer, and utilities (power, phone, cable, gas, water, etc.). (f) If the Scope of Work includes subsurface digging, drilling, or other invasive work, upon GHD’s review of Client Data, if any, and compliance with any notice requirements to all utilities concerning the possible location of underground utilities, and following any on-site marking or notification in writing to GHD from such utilities, in addition to other indemnity provisions in this Agreement, to the extent not prohibited by law, Client shall release GHD from and defend, indemnify, and hold GHD harmless from and against all costs, liability, loss, and expense whatsoever (including, without limitation, consequential or indirect damages, attorneys' fees, court costs, and expenses) arising out of the subsurface work, to the extent such work causes or contributes to: (i) any disruption of service to users or damage for business interruption, production losses, or loss of revenues, profits, data or use; (ii) any damage to or destruction of any subsurface structure; (iii) any injury or damage to property or injury to or the death of any persons; (iv) any other damage, loss, or liability whatsoever; or (v) the assertion or filing of any claim, cause of action, or judgment whatsoever relating to such matters, unless such damage results from GHD’s negligence, recklessness, or willful misconduct. (g) Client agrees that GHD may use the Client Data to add insight, analytics, and data science to the Services and/or to provide or suggest additional solutions or services to Client. Client acknowledges and agrees that GHD may store Client Data on a cloud computing service (e.g., Microsoft Azure, Amazon Web Services, etc.) and which may be transmitted to or stored outside the Country of origin, subject to applicable laws. (h) Client acknowledges and agrees that GHD may obtain and aggregate technical and other data related to the services, that is: (i) is anonymized and presented in a way which does not reveal Client’s identity; and (ii) may be combined with historical or recent data and information of other clients or additional data sources (“Aggregated Data”). Client agrees that all right, title, and interest in Aggregated Data, including all intellectual property rights, are hereby assigned to and owned solely by GHD. GHD may reproduce, distribute, display, make publicly available, and otherwise use the Aggregated Data for any business purpose, during and after the term of this Agreement. 6. Confidentiality. During the term of this Agreement and for a period of two (2) years thereafter (and in the case of trade secrets, until such time as the trade secret no longer qualifies for protection as such under applicable law). GHD shall not disclose any Confidential Information relating to Client to any third parties other than employees, subcontractors, or agents of GHD without the prior written consent of Client, except as required by applicable law, regulation, or legal process, or as may be required by emergency situations. “Confidential Information” includes, without limitation, whether received from or on behalf of the Client, whether marked or not; (i) any information constituting a trade secret under applicable law, (ii) non-technical information relating to the past, present or future business affairs of the Client such as pricing, margins, marketing plans and strategies, finances, financial and accounting data and information, suppliers, customers, customer lists, purchasing data, future business plans, (iii) technical information including patent, copyright, trade secret, and other proprietary information. In the event GHD is requested pursuant to, or required by applicable law, regulation, or legal process to disclose any Confidential Information, GHD will notify Client of the circumstances requiring such disclosure and will refrain from such disclosure for the maximum period of time allowed by law so that Client may seek a protective order or other appropriate remedy to protect any Confidential Information. This provision shall not GHD | Q1153 Master Services Agreement (North America) | September 2024 3 51