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12. Intellectual property. (a) GHD’s Work Product is deemed to be instruments of service and GHD shall retain ownership and property interests therein, however, GHD hereby grants Client, upon Client's payment to GHD of amounts properly due under this Agreement, a non-exclusive, non-transferable, non-sublicensable, license to use the Work Product or make and retain copies for information and reference, to effectuate to the purpose contemplated by the Scope of Work. Any reuse or modification of the Work Product without written verification or adaptation by GHD for the specific purpose intended will be at Client's sole risk and without liability to GHD and the Client agrees to defend, indemnify, and hold harmless GHD from all claims, damages, losses, and expenses including attorneys’ fees or other costs arising out of or resulting from Client’s such unauthorized use. (b) Client acknowledges that inventions, works, products, software, copyrights, patents, derivative works, trade secrets, trademarks and service marks (including all goodwill), domain names, social media sites, moral rights, publicity rights, and privacy rights and any other materials which were created, conceived, or reduced to practice prior to or independently of this Agreement by GHD, and trade secrets, know how, methodology, and processes of GHD whether or not related to any Work Authorization (hereinafter the “Background IP”) shall remain the property of GHD. To the extent that any such Background IP is incorporated into the Work Product and on the condition that Client has fully paid GHD for the Work Product, GHD hereby grants Client a limited, nonexclusive, nontransferable, perpetual, irrevocable, royalty- free, paid-up, license to utilize such Background IP solely with respect to the purpose contemplated by the Scope of Work. 13. Termination. (a) This Agreement will commence on the Effective Date and, subject to the other terms of this Section 13, will terminate thirty (30) calendar days after either party's receipt of written notice of termination from the other party. The Scope of Work described in a Work Authorization will commence on the date set forth in each Work Authorization. At the completion of the Scope of Work in each Work Authorization or as otherwise provided in the Work Authorization, that particular Work Authorization will terminate. (b) Client will have the right to terminate any Work Authorization at any time with or without cause, provided that GHD is provided thirty (30) calendar days advance written notice of the termination. In the event of the termination of a Work Authorization and/or this Agreement, Client shall pay GHD for all services performed and expenses incurred prior to the effective date of termination, including but not limited to demobilization costs, costs to cancel or suspend subcontracts, and other related close out costs. (c) GHD may terminate its obligations pursuant to this Agreement or any Work Authorization under the following circumstances: (i) in the event of a breach or default of any material obligation by Client, except non-payment of disputed amounts, or as otherwise provided for in this Agreement; (ii) if GHD is unable, for any reason beyond its control, including, without limitation, a Force Majeure event, to perform its obligations pursuant to any Work Authorization or this Agreement in a safe, lawful, or professional manner; or (iii) In the event Client (i) ceases to do business in the normal course, (ii) becomes or is declared insolvent or bankrupt, (iii) is the subject of any proceeding related to its liquidation or insolvency or (iv) makes an assignment for the benefit of creditors. (d) If either circumstance described in Sections 13(c)(i) or 13(c)(ii) above occurs, GHD shall notify Client of pertinent conditions and recommend appropriate action. If within thirty (30) calendar days of such notice the circumstances described in Sections 13(c)(i) or 13(c)(ii) above have not been remedied or cured, GHD may terminate this Agreement or any Work Authorization. In the event of termination, GHD shall be paid for services performed prior to the effective date of termination plus reasonable termination expenses. (e) In the event this Agreement is terminated for any reason, it shall remain in full force and effect with respect to any Work Authorization entered hereunder which has not yet been completed, unless such Work Authorization is also terminated in accordance with this Agreement. The termination of a Work Authorization will not terminate this Agreement or any other Work Authorization. 14. Dispute resolution. Both Parties agree in good faith to attempt to resolve amicably, without litigation, any dispute arising out of or relating to this Agreement or the work to be performed hereunder. Following notification of a dispute, the Parties shall have five (5) business days from the date of notification to begin negotiations and fifteen (15) business days from the notification date to complete negotiations, unless otherwise agreed in writing. If any dispute cannot be resolved through direct discussions, the Parties agree to endeavor to settle the dispute GHD | Q1153 Master Services Agreement (North America) | September 2024 6 54