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AIA Document B103™ – 2017. Copyright © 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute
<br />of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This
<br />draft was produced by AIA software at 17:16:58 ET on 06/30/2022 under Order No.2114330455 which expires on 06/13/2023, is not for resale,
<br />is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report
<br />copyright violations, e-mail copyright@aia.org.
<br />User Notes: (963532884)
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<br />contractors, to reproduce applicable portions of the Instruments of Service, subject to any protocols established
<br />pursuant to Section 1.3, solely and exclusively for use in performing services or construction for the Project. If the
<br />Architect rightfully terminates this Agreement for cause as provided in Section 9.4, the license granted in this
<br />Section 7.3 shall terminate.
<br />§ 7.3.1 In the event the Owner uses the Instruments of Service (including without limitation any future additions or
<br />alterations to the Project) without retaining and maintaining the retention of the authors of the Instruments of
<br />Service, the Owner releases the Architect and Architect’s consultant(s) from all claims and causes of action arising
<br />from such uses. The Owner, to the extent permitted by law, further agrees to defend, indemnify and hold harmless
<br />the Architect and its consultants from all costs and expenses, including the cost of defense, related to claims and
<br />causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner’s
<br />use of the Instruments of Service under this Section 7.3.1. The terms of this Section 7.3.1 shall not apply if the
<br />Owner rightfully terminates this Agreement for cause under Section 9.4.
<br />§ 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or implied
<br />under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license
<br />granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the
<br />Instruments of Service shall be at the Owner’s sole risk and without liability to the Architect and the Architect’s
<br />consultants.
<br />§ 7.5 Except as otherwise stated in Section 7.3, the provisions of this Article 7 shall survive the termination of this
<br />Agreement.
<br />ARTICLE 8 CLAIMS AND DISPUTES
<br />§ 8.1 General
<br />§ 8.1.1 The Owner and Architect shall commence all claims and causes of action against the other and arising out of
<br />or related to this Agreement, whether in contract, tort, or otherwise, in accordance with the requirements of the
<br />binding dispute resolution method selected in this Agreement and within the period specified by applicable law, but
<br />in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Architect
<br />waive all claims and causes of action not commenced in accordance with this Section 8.1.1.
<br />§ 8.1.2 To the extent damages are covered by property insurance, the Owner and Architect waive all rights against
<br />each other and against the contractors, consultants, agents, and employees of the other for damages, except such
<br />rights as they may have to the proceeds of such insurance as set forth in AIA Document A201–2017, General
<br />Conditions of the Contract for Construction. The Owner or the Architect, as appropriate, shall require of the
<br />contractors, consultants, agents and employees of any of them, similar waivers in favor of the other parties
<br />enumerated herein.
<br />§ 8.1.3 The Architect shall indemnify and hold the Owner and the Owner’s officers and employees harmless from
<br />and against damages, losses and judgments arising from claims by third parties, including reasonable attorneys’ fees
<br />and expenses recoverable under applicable law, but only to the extent they are caused by the negligent acts or
<br />omissions of the Architect, its employees and its consultants in the performance of professional services under this
<br />Agreement. The Architect’s obligation to indemnify and hold the Owner and the Owner’s officers and employees
<br />harmless does not include a duty to defend. The Architect’s duty to indemnify the Owner under this Section 8.1.3
<br />shall be limited to the available proceeds of the insurance coverage required by this Agreement. In no event shall
<br />the indemnification obligation extend beyond the date when the institution of legal or equitable proceedings for
<br />professional negligence would be barred by an applicable statue of repose or statue of limitations.
<br />§ 8.1.4 The Architect and Owner waive consequential damages for claims, disputes, or other matters in question,
<br />arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential
<br />damages due to either party’s termination of this Agreement, except as specifically provided in Section 9.7.
<br />§ 8.2 Mediation
<br />§ 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to
<br />mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien
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