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<br />AIA Document B102™ – 2017. Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered
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<br />User Notes: (1765238861)
<br />9
<br />ARTICLE 7 MISCELLANEOUS PROVISIONS
<br />§ 7.1 This Agreement shall be governed by the law of the place where the Project is located, excluding that
<br />jurisdiction’s choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution, the
<br />Federal Arbitration Act shall govern Section 4.3.
<br />§ 7.2 Except as separately defined herein, terms in this Agreement shall have the same meaning as those in AIA
<br />Document A201™–2017, General Conditions of the Contract for Construction.
<br />§ 7.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns, and legal
<br />representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written
<br />consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project
<br />if the lender agrees to assume the Owner’s rights and obligations under this Agreement, including any payments due to
<br />the Architect by the Owner prior to the assignment.
<br />§ 7.4 The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other
<br />information or documentation in digital form. The parties will use AIA Document E203™–2013, Building
<br />Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and
<br />exchange of digital data.
<br />§ 7.4.1 Any use of, or reliance on, all or a portion of a building information model without agreement to protocols
<br />governing the use of, and reliance on, the information contained in the model and without having those protocols set
<br />forth in AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, and the requisite
<br />AIA Document G202™–2013, Project Building Information Modeling Protocol Form, shall be at the using or relying
<br />party’s sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors
<br />to, the building information model, and each of their agents and employees.
<br />§ 7.5 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be
<br />submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests
<br />the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute
<br />all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Architect
<br />for review at least 14 days prior to execution. The Architect shall not be required to execute certificates or consents
<br />that would require knowledge, services, or responsibilities beyond the scope of this Agreement.
<br />§ 7.6 Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of,
<br />a third party against either the Owner or Architect.
<br />§ 7.7 Unless otherwise required in this Agreement, the Architect shall have no responsibility for the discovery,
<br />presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any
<br />form at the Project site.
<br />§ 7.8 The Architect shall have the right to include photographic or artistic representations of the design of the Project
<br />among the Architect’s promotional and professional materials. The Architect shall be given reasonable access to the
<br />completed Project to make such representations. However, the Architect’s materials shall not include the Owner’s
<br />confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific
<br />information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for
<br />the Architect in the Owner’s promotional materials for the Project. This Section 7.8 shall survive the termination of
<br />this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 5.4.
<br />§ 7.9 If the Architect or Owner receives information specifically designated as "confidential" or "business
<br />proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it to any other
<br />person except as set forth in Section 7.9.1. This Section 7.9 shall survive the termination of this Agreement.
<br />§ 7.9.1 The receiving party may disclose "confidential" or "business proprietary" information after 7 days’ notice to
<br />the other party, when required by law, arbitrator’s order, or court order, including a subpoena or other form of
<br />compulsory legal process issued by a court or governmental entity, or to the extent such information is reasonably
<br />necessary for the receiving party to defend itself in any dispute. The receiving party may also disclose such
<br />information to its employees, consultants, or contractors in order to perform services or work solely and exclusively
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