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(d) Waiver. No failure or delay by either Party in exercising any right, power, or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof. (e) Successors and assignment. Neither Party may assign, sublet, or transfer any rights under or interest (including, but without limitation, monies that are due or may become due) in this Agreement without the written consent of the other Party. The obligations of the Parties under this Agreement will not terminate upon any attempted assignment that violates this Agreement. Any assignment or attempted assignment violating this Agreement is void. Notwithstanding the preceding provisions of this Section, Client hereby agrees that this Agreement may be assigned to another entity within the GHD group of companies that is directly or indirectly wholly owned by GHD Group Limited (a “Related Entity”). Any such Related Entity shall assume all GHD’s liabilities, duties, and obligations in, to, and under this Agreement, which assignment may be effected without any prior notice or action on the part of GHD provided that GHD shall give notice of such assignment to Client as soon as reasonably practicable. Client agrees to execute and deliver any documents as may be reasonably requested to evidence consent to such assignment. (f) Conflict of Interest. GHD and its Related Entities are engaged by a wide variety of clients, some of whom may be competitors, suppliers, or customers of Client, or other parties with conflicting legal and/or business interests to Client, including, without limitation, in relation to the services provided to Client by GHD. In accordance with applicable professional standards, and except as set out below, GHD will not use any confidential information regarding Client in connection with its engagements with other clients and will establish safeguards to manage conflicts, which may include, in GHD’s reasonable discretion, the use of separate personnel and data access controls. Client further agrees that GHD may, in its sole discretion, disclose the fact or general nature of its engagement for Client to (i) internally to Related Entities in order to check against potential conflicts of interest, and (ii) to the extent reasonably required in order to obtain the consent of another entity or individual for GHD to act for such entity or individual, or for Client, in connection with this Agreement or any future engagement. (h) Severability and survival. The Parties agree that, in the event one or more of the provisions or a portion thereof of this Agreement should be declared void or unenforceable, the remaining provisions shall not be affected and shall continue in full force and effect. The Parties also agree that the obligations and representations which by their nature are intended to survive the termination of this Agreement, including those pertaining to indemnification, limitations of liability, and intellectual property, shall survive the termination of this Agreement. (i) Governing law. This Agreement, and any Work Authorization hereunder, shall be governed by the laws of the State or Province in which the project site is located. (j) No Construction or adverse inference. The Parties have been provided an opportunity to negotiate the terms of this Agreement. The terms and conditions contained therein shall not be construed in favor of or against any Party. (k) Applicable to Canadian Clients: Language Preference. It is the express wish of the Parties that this Agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties que cette Entente et tous les documents s’y rattachant, incluant les avis et les autres communications, soient rédigés et signés en anglais seulement. (l) Authority to sign. Each of the persons signing below on behalf of any Party hereby represents and warrants that they are signing with full and complete authority to bind the Party on whose behalf they are signing to every term of this Agreement. This Agreement may be executed in counterparts, each of which will be deemed an original and which together will constitute one and the same instrument. (m) Affiliates. GHD and Client acknowledge that GHD and Client may respectively operate through their subsidiaries and/or affiliated companies. In the event the services to be performed are offered by a GHD subsidiary or affiliate and/or on behalf of a Client subsidiary or affiliate, all references in this Agreement to GHD and Client, as applicable, shall be deemed to also include such subsidiary or affiliate and this Agreement will be deemed to be a two-party agreement between GHD affiliate on the one hand, and the applicable Client affiliate on the other hand. Each Party will cause its affiliates to comply with its obligations under this Agreement. (n) Entire agreement. This Agreement, including all attached Exhibits, and any Work Authorization issued hereunder, constitutes the complete and final agreement between GHD and Client regarding the subject matter hereof. This Agreement supersedes all prior or contemporaneous communications, representations, undertakings, or understandings of the Parties, whether oral or written, relating to the Services and subject matter of this Agreement, except to the extent that such prior communications have GHD | Q1153 Master Services Agreement (North America) | September 2024 8 56