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<br />. <br /> <br />e <br /> <br />5.5.2. Neither OWNER nor ENGINEER shall assign, sublet or <br />transfer any rights under or interest in (including, but without <br />limitation, monies that may become due or monies that are due) <br />this Agreement without the written consent of the other, except <br />as stated in paragraph 5.5.1. and except to the extent that the <br />effect of this limitation may be restricted by law. Unless <br />specifically stated to the contrary in any written consent to an <br />assignment, no assignment will release or discharge the assignor <br />from any duty or responsibility under this Agreement. Nothing <br />contained in this paragraph shall prevent ENGINEER from employing <br />such independent consultants, associates and subcontractors as he <br />may deed appropriate to assist him in the performance of services <br />hereunder. <br /> <br />5.5.3. Nothing herein shall be construed to give any rights or <br />benefits hereunder to anyone other than OWNER and ENGINEER. <br /> <br />5.6. ARBITRATION <br /> <br />5.6.1. All claims, counterclaims, disputes and other matters in <br />question between the parties hereto arising out of or relating to <br />this Agreement or the breach thereof will be decided by <br />arbitration in accordance with the Construction Industry <br />Arbitration Rules of the American Arbitration Association then <br />obtaining, subject to the limitations and restrictions stated in <br />paragraphs 5.6.3. and 5.6.4. below. This agreement so to <br />arbitrate and any other agreement or consent to arbitrate entered <br />into in accordance herewith as provided in this paragraph 5.6. <br />will be specifically enforceable under the prevailing arbitration <br />law of any court having jurisdiction. <br /> <br />5.6.2. Notice of demand for arbitration must be filed in writing <br />with the other parties to this Agreement and with the American <br />Arbitration Association. The demand must be made within a <br />reasonable time after the claim, dispute or other matter in <br />question has arisen. In no event may the demand for arbitration <br />be made after institution of legal or equitable proceedings based <br />on such claim, dispute or other matter in question would be <br />barred by the applicable statute of limitations. <br /> <br />Page 18 of 19 <br />