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ll. DELAYS AND FORCE MAJEVRE Neither parry shall hold the other responsible for damages or delays in performance caused by force majcure, acts of God, or other events beyond the reasonable control of the other party. Delays within the scope of this Paragraph which cumulatively exceed forty-five (45) days shall, at the option of either parry, make the applicable Work Authorization subject o termination for convenience or to renegotiation. 14. TERMINATION The more ofthis agreement is five (5) years from the date first wrinen above. Either parry may terminate all or any portion of the Services for convenience, at its option, by sending a wrinen Notice to the other parry. Termination shall be effective twenty (20) days after receipt of a Notice of Termination, unless a later date is specified in the Notice. SWDD shall pay GeoSyntec upon invoice for services performed and charges incurred prior to termination. In the event of lamination for cause, the paries shall have their remedies at law as to other rights end obligations between them, subject to the other terms and conditions of this Agreement. I5. ASSIGNMENTS Neither parry to this Agreement shall assign its duties and obligations hereunder without the prior written consent ofthe other party. 16. VALIDITY The provisions of this Agreement shall be enforced to the fullest extent pemnined by law. if any provision ofthisAgreement is found to be invalid or unenforceable, the provision shall be construed and applied in a way that comes as close as passible to expressing the intention of the parties with regard to the provisions and that saves the validity and enforceability of the provision. 17, NO THIRD -PARTY RIGHTS This Agreement shall not create any rights or benefits to parties cher then SWDD and GeoSyntec. No third party shall have the right to rely on GeoSymec opinions rendered in ounnection with the Services without GeoSymec's wrinen consent which may be conditioned on the third pony's agreement to be bound to acceptable conditions and limitations similar to this Agreement. is. INTEGRATED WRITING This Agreement constitutes a final and complete repository of the agreements between SWDD and GeoSyntec. R supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written, relating to the subject matter of this Agreement. Modifications of this Agreement shall not be binding unless made in writing and sipped by an Amhorized Representative of each parry. 19. NOTICES. SIGNATURES AND AUTHORIZED REPRESENTATIVES The following signatories ofthis Agreement are the Amhmized Representatives ofSWDD and GeoSyntec for the execution of this Agreement. Each Work Authorisation shall set tomb the name and address of the respective Authorized Representatives Of the panics for the administration of that Work Authorisation. Any information or notices required or permitted under this Agreement or Work Authorisation shall be deemed to have been sufficiently given if in writing and delivered either personally or by mail to the undersigned representative or any other Authmised Representative identified in she applicable Work AuNoriertion. Notice given by mail shall also be maintained by facsimile at the time ofmailing INDIANRI.1)M