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therefrom. Any such verification or adaptation will entitle ENGINEER to further compensation at rates to he agreed upon by OWNER and ENGINEER. 7.2 The obligation to provide funhei' services under this Agreement may be terminated by either party upon thirty days' wi'itten notice in the event of substantial failure by the other puny io perfom'~ in accordance with the terms thereof lhrough no fault of the terminating party. In the event of any termination. ENGINEER will be paid for all services rendered and reimbursable expenses incurred to the date of termination and, in addition, all reimbursable expenses directly attributable to termination. 7.3 OWNER and ENGINEER each is hereby bound and the panners, successors, executors, administrators and legal representatives of OWNER and ENGINEER (and to the extent permitted by paragraph 7.4 the assigns of OWNER and ENGINEER] are hereby hound to the other party to this Agreement and to the panners, successors, executors, administrators and legal repre- sentatives (and said assigns} of such other party, in respect of al/ coveuantg, agreements and obligations of this Agreement. 7.4 Neither OWNER nor ENGINEER shah ass/gm sublet or transfer any rights under or interest in {including. but without limitation, moneys that may become due or moneys that are due) this Agreement without the written consent of the other, except to the extent that any assignment, sub- letting or transfer is mandated by law or the effect of this limitation may be restricted by law. Unless specifica/ly stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in Ibis paragraph shall prevent ENGINEER from employing such independent professional associates, subcontractors, and consultants as ENGINEER may deem appropriate to assist in the per- formance of services hereunder. 7.5 Nothing under ibis Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than OWNER and ENGINEER, and all duties and responsibilities undertaken pursuant I0 this Agreement will be for the sole and exclusive benefit of OWNER and ENGINEER and not for the benefit of any other party. 7.6 This Agreement {consisting of page I to _.fi inclesivel together with [Sxhibit A constitute the entire Agreement between OWNER and ENGINEER and supersede all prior written or oral understandings. This Agreement and said Exhibit A may only be ameuded, supplemented, modified or canceled by a daly executed written instrument. ~r Page 5 of 6 ~ 11185