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apply to data or information which (i) is or becomes part of the public domain other than as a result of disclosure
by GHD; (ii) was acquired by GHD independently from third parties not under any obligation to Client to keep
such data and information confidential; (iii) was in GHD’s possession prior to disclosure of the same by Client; or
(iv) has been independently developed by GHD, or its employees, subcontractors, or agents.
7. Independent contractor and subcontracting. The Parties acknowledge and agree that GHD shall be an
independent contractor and shall have responsibility for and control over the means of providing the services.
GHD shall have the right to use subcontractors as GHD deems necessary to assist in the performance of the
services. GHD shall not be required to employ any subcontractor that is unacceptable to GHD.
8. Site access and safety. Client shall provide right of entry and safe access and necessary permissions for
GHD, its representatives, and its subcontractors to perform the services. GHD shall only be responsible for the
activities of its own employees and agents on a project site with respect to safety. GHD, its representatives, and
its subcontractors will comply with all reasonable known security, health, and safety requirements of the project
site owner which may be imposed upon GHD as a condition of its right-of-entry. If access to the project site is
required to perform the services and such access does not comply with applicable Client approved safety plans,
regulations and/or laws, GHD may, at its sole discretion, suspend services until such violations are remedied.
9. Hazards, materials, and samples.
(a) Unless otherwise stated in a Scope of Work, GHD shall have the primary responsibility of determining if
known or potential health or safety hazards exist on or near the project site upon which services are to be
performed by GHD or its subcontractors. Client warrants that it will make full and accurate written disclosure
to GHD as to any hazardous, radioactive, or toxic substance, or any irritant, contaminant, pollutant or
otherwise dangerous substance or condition ("Hazardous Conditions") which Client knows or has reason
to believe exist at each project site prior to the commencement of the services.
(b) If Hazardous Conditions are discovered by GHD during the performance of the services which it could not
have reasonably discovered prior to the commencement of the services and if the existence of such
Hazardous Conditions materially changes the nature or performance of the services or responsibilities at
the project site, Client and GHD shall execute an Amendment to address such changes. If the parties are
unable to agree on an Amendment within thirty (30) calendar days, the Work Authorization may be
terminated by GHD in accordance with the termination provisions of this Agreement. The Parties expressly
agree that, under otherwise specified in the Scope of Work, the discovery of the presence of mold,
asbestos, or lead-based paint will constitute a changed condition enabling GHD in its sole discretion to
terminate its provision of services if GHD and Client are unable to renegotiate the Scope of Work in a timely
manner. GHD will notify Client as soon as practicable should GHD encounter unanticipated hazardous or
suspected hazardous materials or conditions.
(c) GHD and Client recognize and agree that GHD has neither created nor contributed to the existence of any
Hazardous Conditions at any project sites, and as such, GHD has no responsibility in relation to the
presence of any such Hazardous Conditions. Accordingly, in the event of any claim against GHD arising
out of any actual or alleged Hazardous Conditions on a project site, Client agrees to defend, indemnify,
and hold GHD harmless from such claim(s) against GHD or its employees, agents, directors, officers, or
subcontractors, unless such claims arise out of the gross negligence or willful misconduct of GHD. This
indemnity obligation shall cover, without limitation, any claims against or liability of GHD in relation to
preexisting conditions on the project site, any statutory liability, and/or any strict liability under any federal,
state, provincial, and/or local environmental laws alleging or asserting, without limitation, that GHD, by
virtue of status as an owner, operator, handler, generator, arranger, transporter, treater, storer, or disposer,
is liable for any Hazardous Conditions.
(d) In the event GHD performs sampling on behalf of Client, GHD shall preserve such samples obtained from
the project site as it deems necessary for the project, but not longer than 45 calendar days after the
issuance of any document that includes data obtained from such samples. GHD shall arrange for the
disposal of samples on behalf of the Client, which may consist of returning the samples to the project site
and Client agrees to pay GHD for the cost of disposing of such samples. Samples shall remain the property
of Client, and ultimate responsibility for their disposal shall remain with Client. Unless otherwise stated in
a Scope of Work, GHD shall not assume title to any samples taken on behalf of Client.
(e) Client may choose to engage GHD to manage or move Hazardous Conditions either on site, off site, or
both. However, Client understands that whether or not it engages GHD in this manner, Client's status as
owner or operator of the project site, or as handler, generator, arranger, treater, storer, disposer, or
transporter of Hazardous Conditions shall not be transferred in any way to GHD unless specifically agreed
GHD | Q1153 Master Services Agreement (North America) | September 2024 4
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