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8.02 Tennination A. The obligation to provide further services under this Agreement may be terminated by either party upon 30 days written notice in the event of .substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. Notwithstanding the foregoing, this Agreement will not terminate as a result of such substantial failure if the party receiving such notice begins, within three calendar days of receipt of such notice, to correct its failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt thereof, provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 - day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. B. Contractor and Engineer may terminate this Agreement for convenience effective upon the receipt of written notice to the other only if the Prime Contractor is terminated. 8.03 Contractors Rights upon Termination of Engineer for Cause Upon termination of Engineer under subparagraph 8.02.A, Contractor may, to the extent permitted by taws or Regulations, finish Engineer's Services as Contractor may deem expedient. In such case, Engineer shall not be entitled to receive any further payment until the Services are completed. if the unpaid balance of Engineer's Compensation exceeds all costs, losses, and damages sustained by Contractor arising out of or resulting from completing the Services, such excess will be paid to Engineer. If such costs, losses, and damages exceed such unpaid balance, Engineer shall pay the difference to Contractor. Such costs, losses, and damages incurred by Contractor will be incorporated in a Change Order, provided that when exercising any rights or remedies under this paragraph Contractor shall not be required to obtain the lowest price for any such Design Professional Services performed. 8.04 Reuse of Documents A. All Documents including Drawings and Specifications provided or furnished by Engineer or Engineer's Consultants pursuant to this Agreement are instruments of service in respect of the Project, and Engineer and Engineer's Consultants, as appropriate, shall retain an ownership and property interest therein (including the right of reuse by and at the discretion of Engineer and Engineer's Consultants, as appropriate) whether or not the Project is completed. B. Contractor and Owner may make and retain copies of the Documents described in paragraph 8.04.A for information and reference in connection with the use and occupancy of the Project by Contractor and others; however, such Documents are not intended or represented to be suitable for reuse by Contractor or others on extensions of the Project or on any other project. C. Any reuse by the Contractor of the Documents described in paragraph 8.04.A without written verification or adaptation by Engineer and Engineer's Consultants, as appropriate, for the specific purpose intended, will be at Contractor's sole risk and without liability or legal exposure to Engineer, or to Engineer's Consultants. Contractor shall indemnify and hold harmless Engineer and Engineer's Consultants from all claims, damages, losses and expenses including attorneys' fees arising out of or resulting from Contractor's unauthorized reuse of the Documents. D. Any such future verification or adaptation of such Documents will entitle Engineer to further compensation at rates to be agreed upon by Contractor and Engineer. 8.05 Electronic Media 10 222