Professional Services Agreement

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PROFESSIONAL SVR AGR
Officer of said fact, circumstance, or event and the estimated increased or decreased cost related
thereto.
5.2 Records.
Contractor shall keep, and require subcontractors to keep, such books and records as shall be
necessary to perform the services required by this Agreement and enable the Contract Officer to
evaluate the performance of such services. The Contract Officer shall have full and free access to such
books and records at all times during normal business hours of ATN, including the right to inspect, copy,
audit and make records and transcripts from such records. Such records shall be maintained for a
period of three (3) years following completion of the services hereunder, and ATN shall have access to
such records in the event any audit is required.
5.3 Ownership of Documents.
All drawings, specifications, reports, records, documents and other materials prepared by
Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the
property of ATN and shall be delivered to ATN upon request of the Contract Officer or upon the
termination of this Agreement, and Contractor shall have no claim for further employment or additional
compensation as a result of the exercise by ATN of its full rights of ownership of the documents and
materials hereunder. Any use of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Contractor will be at ATN’s sole
risk and without liability to Contractor, and ATN shall indemnify the Contractor for all damages resulting
therefrom. Contractor may retain copies of such documents for its own use. Contractor shall have an
unrestricted right to use the concepts embodied therein. All subcontractors shall provide for
assignment to ATN of any documents or materials prepared by them, and in the event Contractor fails to
secure such assignment, Contractor shall indemnify ATN for all damages resulting therefrom.
5.4 Release of Documents.
The drawings, specifications, reports, records, documents and other materials prepared by
Contractor in the performance of services under this Agreement shall not be released publicly without
the prior written approval of the Contract Officer.
6.0 ENFORCEMENT OF AGREEMENT
6.1 California Law.
This Agreement shall be construed and interpreted both as to validity and to performance of the
parties in accordance with the laws of the State of California. Legal actions concerning any dispute,
claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of
the County of Orange, State of California, and Contractor agrees to submit to the personal jurisdiction of
such court in the event of such action.
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