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<br />e <br /> <br />e <br /> <br />8. Additional Services - Additional services beyond those described in the Scope <br /> <br /> <br />of Services will be invoiced on the basis of direct labor cost times a factor of 2.99 and direct cost plus 10%. <br /> <br /> <br />9. Termination - The Client may terminate this contract at any time by giving seven <br /> <br /> <br />(7) days' notice in writing to the Consultant. In that case, all finished or unfinished documents and other <br /> <br /> <br />materials produced under this contract, shall become the Client's property. If the contract is terminated by <br /> <br /> <br />the Client in accordance with this provision, Consultant shall be paid for all services performed to the date <br /> <br />of termination. Consultant may terminate this contract upon seven days' written notice in the event of <br /> <br />substantial failure by the Client to perform in accordance with the terms hereof through no fault of the <br />Consultant. <br /> <br />10. Governin~ Law - This Agreement shall be deemed to have been made under, and <br /> <br />shall be construed and interpreted in accordance with the laws of the State of Texas. The venue of any suit <br /> <br />for enforcement or construction of this contract shall be in Harris County, Texas. <br /> <br /> <br />11. Dispute Resolution - The parties will attempt in good faith to resolve any <br /> <br /> <br />controversy or claim arising out of or relating to this agreement promptly by negotiation between senior <br /> <br /> <br />executives of the parties who have authority to settle the controversy. <br /> <br />The disputing party shall give the other party written notice of the dispute. Within ten days after receipt of <br /> <br /> <br />said notice, the receiving party shall submit to the other a written response. The notice and response shall <br /> <br /> <br />include (a) a statement of each party's position and a summary of the evidence and arguments supporting <br /> <br /> <br />its position, and (b) the name and title of the executive who will represent that party. The executive shall <br /> <br /> <br />meet at a mutually acceptable time and place within twenty days of the date of the disputing party's notice <br /> <br /> <br />and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt <br /> <br /> <br />to resolve the dispute. <br /> <br />-iii- <br />