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to in writing. Client agrees that GHD shall not be deemed to be an owner or operator of the project site at any time. Client shall remain ultimately responsible for all applicable federal, state, provincial, or local laws and agency reporting requirements in relation to such Hazardous Conditions. (f) Client acknowledges that GHD may have legal obligations with respect to public health and safety and will cooperate with GHD to help ensure compliance with these obligations. If GHD discovers or identifies conditions for which it reasonably believes Client is legally required to provide notice to a public agency, it shall so advise Client and give Client the first opportunity to provide such notification. In any event, GHD shall have the right to report the presence of any contaminant to public agencies having jurisdiction if it reasonably believes that it is required by law to do so. . 10. Standard of care GHD represents that the services shall be performed in a manner consistent with the level of care and skill ordinarily exercised by members of GHD's profession practicing under similar circumstances at the same time and in the same locality. No warranties, guaranties, or representations of any kind, either express or implied, are included or intended by this Agreement or in any proposal, contract, report, opinion, or other document in connection with any project hereunder. Upon receipt of notice from Client, GHD shall promptly correct, without additional compensation, any services which fail to conform to the standard of care established in this Section. 11. Indemnity and liability. (a) Subject to the limitations of Section 11(d) and 11(e) below, GHD agrees to indemnify and hold harmless Client (including its officers, directors, and employees) from and against losses, damages, liabilities, and expenses (including reasonable legal fees and reasonable costs of investigation) to the proportionate extent caused by: (i) the failure of GHD to comply in material respects with federal, state, provincial, and local laws and regulations applicable to the services; (ii) a breach by GHD of this Agreement; or (iii) the negligence or willful misconduct on the part of GHD in performing the services. (b) Subject to the limitations of Section 11(d) and 11(e) below, Client agrees to indemnify and hold harmless GHD (including its officers, directors, employees, agents and subcontractors) from and against losses, damages, liabilities, and expenses (including legal fees and reasonable costs of investigation) to the proportionate extent caused by: (i) a breach by Client of this Agreement; (ii) the negligence or willful misconduct of Client; or (iii) any condition existing at the project site prior to the arrival of GHD of which GHD had no actual knowledge and over which GHD had no control. (c) The indemnification commitments in this Agreement do not include a defense obligation by the indemnitor unless such obligation is expressly stated. (d) TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOR ANY DAMAGE CAUSED BY NEGLIGENCE, INCLUDING ERRORS, OMISSIONS, OR OTHER ACTS; OR FOR ANY DAMAGES BASED IN CONTRACT; OR FOR ANY OTHER CAUSE OF ACTION; GHD'S LIABILITY, INCLUDING THAT OF ITS EMPLOYEES, AGENTS, DIRECTORS, OFFICERS, AND SUBCONTRACTORS, SHALL BE STRICTLY LIMITED TO THE LESSER OF THE VALUE OF THE WORK AUTHORIZATION OR $1,000,000. NOTWITHSTANDING THE PRECEDING SENTENCE, IF THE WORK AUTHORIZATION VALUE IS LESS THAN $50,000, GHD’S LIABILITY SHALL BE LIMITED TO $50,000. FOR ANY CLAIMS ARISING FROM OR RELATED TO THE EXISTENCE OF MOLD, ASBESTOS, OR LEAD-BASED PAINT DISCOVERED DURING THE PERFORMANCE OF THE SERVICES, GHD’S LIABILITY SHALL BE LIMITED TO THE LESSER OF $100,000 OR THE LIMIT CONTEMPLATED ABOVE IN THIS PARAGRAPH, WITH SUCH SUBCAP FALLING WITHIN AND REDUCING THE OVERALL LIMIT OF LIABILITY. CLIENT'S LIABILITY TO GHD (NOT INCLUDING PAYMENT OBLIGATIONS), INCLUDING THAT OF ITS EMPLOYEES, AGENTS, DIRECTORS, OFFICERS, AND CONTRACTORS, WILL BE LIMITED TO $1,000,000. THE LIMITATIONS IN THIS PARAGRAPH SHALL NOT APPLY TO DAMAGE RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY CAUSING SUCH DAMAGE. (e) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT OR OTHERWISE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, AND/OR DAMAGES RESULTING FROM BUSINESS INTERRUPTION OR THE LOSS OF PROFITS, REVENUE, OPPORTUNITY, ANTICIPATED SAVINGS, USE, DATA AND/OR GOODWILL. THIS MUTUAL WAIVER IS APPLICABLE, WITHOUT LIMITATION, TO ALL DAMAGES CONTEMPLATED IN THIS SECTION 11(E) THAT MIGHT OTHERWISE BE INCLUDED WITHIN A PARTY’S INDEMNIFICATION OBLIGATIONS. GHD | Q1153 Master Services Agreement (North America) | September 2024 5 53