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4.5 Consultant shall own any and all Intellectual Property rights in or made a part of any
<br /> Work Product and/or Deliverable. Upon Owner's final and full payment of all fees
<br /> under the Agreement, and provided there is no dispute between Owner and
<br /> Consultant related to the Agreement or the services provided by Consultant under the
<br /> Agreement, Consultant shall grant Owner an irrevocable, royalty-free, world-wide
<br /> license to use the Intellectual Property in any Work Product and/or Deliverable for
<br /> the sole purpose for which the Intellectual Property was created and on the specific
<br /> project that is the subject of the Agreement.
<br /> 4.6 Owner shall not use the Intellectual Property in any Work Product or Deliverable for
<br /> any unlicensed purpose without the prior written consent of Consultant. Owner agrees
<br /> to indemnify Consultant for Owner's unauthorized use of Intellectual Property,Work
<br /> Product, and Deliverables.
<br /> 5.0 Opinions of Probable Costs. Any and all estimates provided by Consultant are opinions of
<br /> probable costs based on information that is reasonably available to Consultant. Owner
<br /> acknowledges and agrees that Consultant has no control over the cost of labor, materials,
<br /> equipment or services, or the means and methods used by others in determining prices,
<br /> competitive bidding, or market conditions. Owner further acknowledges and understands
<br /> that proposals, bids, and/or actual project costs may, and probably will vary from the
<br /> estimates and opinions of probable costs provided by Consultant under the Agreement.
<br /> 6.0 Construction Means and Methods. Notwithstanding anything under the Agreement, or
<br /> otherwise expressed or implied by Consultant, Consultant shall not have control over, charge
<br /> of, or be responsible, in any way, for the means, methods, techniques, sequences or
<br /> procedures, or for any health or safety programs in connection with any construction work
<br /> arising from the Agreement or any Deliverable or Work Product.
<br /> 7.0 Conflicts. In the event that any term of these Terms and Conditions conflict with the terms
<br /> and conditions of another portion of the Agreement, in all instances, these Terms and
<br /> Conditions shall control and prevail.
<br /> 8.0 Force Majeure and Unforeseeable Conditions. Consultant shall not be responsible for and
<br /> Owner hereby releases Consultant from any claim, damage, delay or loss resulting from: (i)
<br /> fires, riots, labor disputes, war, terrorism, weather, acts of god, or other force majeure; (ii)
<br /> governmental action or failure to act (including, without limitation, plan reviews, permits,
<br /> and/or approvals); (iii) unforeseen circumstances or conditions (including, without
<br /> limitation, unforeseen site conditions); (iv) discovery of any hazardous substances or
<br /> differing site conditions; and/or, (v) circumstances or events outside the reasonable control
<br /> or responsibility of Consultant.
<br /> 9.0 Mutual Waiver and Release Against Individual Employees. Consultant and Owner agree
<br /> to release, waive, discharge, and covenant not to sue individual employees of the other party
<br /> from any and all liability, claims, demands, actions, and causes of action whatsoever arising
<br /> out of or the result of any loss or injury stemming from the performance of the Agreement
<br /> that may be sustained, regardless of whether such loss is caused by the negligence of the
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