Professional Services Agreement

Page 6 of 10
PROFESSIONAL SVR AGR
6.2 Disputes.
In the event of any dispute arising under this Agreement, the injured party shall notify the
injuring party in writing of its contentions by submitting a claim therefor. The injured party shall
continue performing its obligations hereunder so long as the injuring party commences to cure such
default within ten (10) days of service of such notice and completes the cure of such default within
forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured
party; provided that if the default is an immediate danger to the health, safety and general welfare, such
immediate action may be necessary. Compliance with the provisions of this Section shall be a condition
precedent to termination of this Agreement for cause and to any legal action, and such compliance shall
not be a waiver of any party’s right to take legal action in the event that the dispute is not cured,
provided that nothing herein shall limit ATN’s or the Contractor’s right to terminate this Agreement
without cause pursuant to Section 7.8.
6.3 Retention of Funds.
Contractor hereby authorizes ATN to deduct from any amount payable to Contractor (whether
or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder
or which are necessary to compensate ATN for any losses, costs, liabilities, or damages suffered by ATN,
and (ii) all amounts for which ATN may be liable to third parties, by reason of Contractor’s acts or
omissions in performing or failing to perform Contractor’s obligation under this Agreement. In the event
that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any
indebtedness shall exist which shall appear to be the basis for a claim of lien, ATN may withhold from
any payment due, without liability for interest because of such withholding, an amount sufficient to
cover such claim. The failure of ATN to exercise such right to deduct or to withhold shall not, however,
affect the obligations of the Contractor to insure, indemnify, and protect ATN as elsewhere provided
herein.
6.4 Waiver.
No delay or omission in the exercise of any right or remedy by a nondefaulting party on any
default shall impair such right or remedy or be construed as a waiver. A party’s consent to or approval
of any act by the other party requiring the party’s consent or approval shall not be deemed to waive or
render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by
either party of any default must be in writing and shall not be a waiver of any other default concerning
the same or any other provision of this Agreement.
6.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement,
the rights and remedies of the parties are cumulative and the exercise by either party of one or more of
such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other
rights or remedies for the same default or any other default by the other party.
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