(c) Information, other than that obtained from third
parties, which prior to disclosure hereunder, was
already in the receiving party's possession either
without limitation of disclosure by others ar which
subsequently becomes free of such limitation:
(d} Information obtained by either party from a third party,
who is lawfully in possession of such information and
not subject fo a contractual or fiduciary relationship to
the other party, with respect to said information.
6.3 Survival - Unless terminated earlier by operation of
the terms of paragraph 5.2 above, both parties hereto
agree that the provision of paragraph 5.1 shall survive
completion of the Services by CB&l for a period of five (5)
years.
6.0 TERMINATION, CLIENT may terminate this
Agreement upon written notice to CB&I. Upon receipt of
termination notice, CB&I shall immediately initiate efforts
to stop all Services in progress. CLIENT shall
compensate CB&l per Exhibit B for any Services
compleied plus any Expenses incurred prior to and in the
course of terminating its Services. CLIENT will also
reimburse CB&l for any costs and expenses, including
third party, to which CB&l has become committed for
fulfillment of this Agreement prior to receipt of CLIENT's
notice of termination, all costs incurred by CB&I as a
direct result of termination and, if applicable, reasonable
costs and expenses of settlement with any third party or
any of CB&l’s suppliers or subcontractors.
7.0 RESPONSIBILITY AND LIMITATION OF LIABILITY.
CB&l will use ordinary skill in providing the Services
requested by CLIENT. However, CLIENT shall satisfy
itself as to the adequacy and accuracy of any
information provided by CB&l and take full and complete
responsibility for its decisions as to the use of any
information provided by CB&I. CB&I will not be liable for
errors of omission or commission. CB&l MAKES NO
WARRANTY OF MERCHANTABILITY OR OF FITNESS
FOR A PARTICULAR PURPOSE OR ANY OTHER
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
if the Services to be provided by CB&l include inspection
of an existing structure, CLIENT will specify the nature
and extent of the inspection. CB&I will provide CLIENT a
written report detailing the visual observations of CB&l's
inspector and the results of any physical testing
performed as well as recommendations for further
inspection, repairs and/or modifications, if any.
Responsibility remains with CLIENT to determine the
adequacy and/or accuracy of the information provided by
CB&i and for any decisions made on the basis of that
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CB&I Standard Services Agreement
information. CB&l cannot and does not represent that
the structure may not be subject to a condition or
conditions which may not be discovered by CB&l's
inspection but which may become evident during
cleaning, repairing, repainting, and/or future use of the
structure.
CLIENT must take full responsibility for the condition of
the structure prior to the commencement of Services, the
nature and extent of the Services, the adequacy of the
structure to meet CLIENT's needs upon completion of
Services, and for the type and severity of any test to be
imposed upon the structure upon completion of Services.
This responsibility of CLIENT shall also include the
eifects of prior use (such as distortion, corrosion, and
abrasion) upon structural adequacy, and the effects of
any proposed changes in operating conditions (such as
pressure, temperature, chemical and electrolytic
properties of the product to be transported, stored, or
processed) upon the suitability of the structure upon
completion of Services for the service intended.
Responsibility also remains with the CLIENT for
determining and specifying the scope of any repairs
and/or modifications CLIENT wishes to make to the
structure.
8.0 INDEMNIFICATION. To the extent permitted by
applicable law, CB&I shall indemnify CLIENT against any
and all claims, demands and causes of action for injury to
or death of persons or for damage to property to the
extent resulting directly from any negligent physical acts
of CB&l, except in the event such injury, death, or
property damage is the result of CLIENT’s gross
negligence or willful misconduct. CLIENT agrees to
release, defend and indemnify CB&l from and against
any and all liability other than as set forth in the preceding
sentence arising in any manner from the Services.
9.0 LAWS AND REGULATIONS. Except as expressly
set forth herein, CLIENT assumes sole responsibility for
compliance of the Services with federal, state or local
laws and regulations and any revisions or changes
thereto subsequent to the date of this Agreement.
Unless otherwise expressly stated, any laws and
regulations expressly referenced herein are those
editions or versions thereof in effect on the date of this
Agreement. CB&l shall comply with all the provisions of
all municipal, state and federal labor laws or ordinances
applicable to CB&l as an employer of labor. CB&I shall
be solely responsible for any fiabilities or claims made by
its employees or agents under worker's compensation
laws and for any other claims for damage to property
brought by such employees which may arise or result
from CB&l’s performance under this Agreement.
May 2015
