CTL ENVIRONMENTAL SERVICES, INC. 2-2007

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'08/28/2007 15: 57 3105300792 21. ASSIGNMENT AND SUBCONTRACT. Neither pany hereto shall assign its right~ or duties under this Agreement or any thereof to any other person or entity without the express written consent of the other. Anything to the contrary herein notwithstanding. CTL may employ suitably train~d and skilled persons or firm.s under suhcontract to perform any part of the said duties and ohtigations. and CTL shall be solely re!iponsible for compensating !Such persons or tirms for their work. 22. NO THIRD PARTY RIGHTS. TIle Services provided under this Agreement are l!iolcly for the henefit of Client. and neither thi:; Agreement nor any Services rendered hereunder confer any rights on any other party as a third-party beneficiary. or otherwise. 23. ATTORNEYS' FEES. If any legal action, arbitration. or other proceeding i~ hrought for the enforcelllent or this Agreement because of an alleged Jisputc. t1efauH. misrepresentation, or breach in connection with any of the provisions of this Agreement, the !'uccessful or prevailing party or parties sh411l he entitled to recover reasonahle attorneys' fee~, expenses, expt:rt witness fees. ,md other costs incurred in that action or proceedin~ in addition to an)' other relief to which it may he entitled. 24. ENTIRE AGREEMENT AND INTER- PR.ET A TION. The Contract ShQrt FormflJt:tter uf AgrecmentlProposal and these General Conditions For ConsuHing Service:; constitute the entire agreement and understanding between the partiell. and no representations. induccmt;!nt~. promises or agreements not embodied herein shall he of any force of cffecl. The Contract Short FonnfLetter or AgreementlProposal and these General Conditions for Consulting Services shall not be supplemented. modified, or "mended. except hy a writing signed by cn and Client. If any term in this Agreement, Qr the application thereof to any person or circumstance shall, to any extent, be invalid or unenforccahle. the Rc:vised 10/3 1/()2 CTL ENVIRONMENTAL PAGE 04 remainder of this Agreement. or the application of such terms to persons (lr circumstl'lnees other than tlwse to which it is invalid or unenforceable, shall not be atTected thereby, and each term and pruyi:;ion hereof shall be valid and be enforced to the fullest extent permitted hy law. 25. GOVlJ;RNING LAW AND ,JURISDICTION. Thi~ Agreement shall he governed by ond construed und~r the laws of the State of California. The parties herehy agrl.:c that any action at law or in equity ari~ing under this Agreement shall be filed in and only in the Municipal/Superior Court of the Slate of California for the Courtty of Lo~ Angclcl\ or the United States District Court for the Central District of California. The parlic~ herch)' consent and submit to the in personam jurisdictil\O of such courts in the StatE of California for purp('l~es of litigating any such action. 26. REVIEW BY COUNSEL FOR CTL. Thi~ Agreement has bee.n reviewed ny counsel for CTL as a matter of convenience only and shall not be eonstrllt'd for Of' against any party as a result of this fal.:t. CI icnt warrants and acknowledges that it has had nn adequate opponunity to consult withlcgal counsel, and has h<ld an adequate opportunity to moke whatever investigation or inquiry it deem.s necessary in connection with thill Agreemcnt. Client waives any righr it may have 10 assert the provil!iion:l of California Civil Code SectitlO 1654 against eTL. 27. AUTHORITY. The signatories hereto reprcsent nnd warrant that they are duly authorized on hchalf of their respective principals to enter into and commmmatt: the Contract Short FormlLeuer of AgrcementlProposal and theSE Gencral Conditions for Conf.ulting Services. 28. HEADINGS. The subject headings or th~ paragraphs of this Agreement arc included for convenience only and shall not detel'millt:. govern. 01' influence the consl.ruction or interpretation of any tlf the provisions of this Agreement. :ll>1' :\ X C1ienlliiiii~