due hereunder, without the prior written consent of Subcontractor's surety and Contractor. Contractor shall not unreasonably withhold Contractor's consent to the assignment of funds due hereunder but, in all instances, the person or entity claiming funds as assignee shall acknowledge in writing that the funds are not due to Subcontractor if Subcontractor has failed to meet any obligation to Subcontractor's subcontractors or supplier of any tier, or to employees or for benefits relating to the Project, or to Contractor under this Subcontract or under any other subcontract or agreement between Contractor and Subcontractor. Lower-tier subcontracts are subject to the provisions of this Subcontract, and Subcontractor shall incorporate in Subcontractor's subcontracts all provisions of the Contract Documents, this Subcontract Master Agreement and the particular Project’s Work Authorization Document(s). Subcontracting by Subcontractor to approved sub-subcontractors shall not abrogate any obligation of Subcontractor under this Subcontract. Contractor shall be deemed a third party beneficiary of all lower tier subcontracts. (b) Subcontractor, by execution of this Subcontract, contingently assigns to Contractor all Subcontractor's subcontracts and purchase orders relating to the Project and to Owner, this Subcontract and Subcontractor's subcontracts and purchase orders relating to the Project. The contingent assignment to Contractor of each of Subcontractor's subcontracts and purchase orders shall take effect only upon Subcontractor's termination under Article 19 and Contractor's affirmative acceptance of the assignment of the specific subcontract or purchase order by written notice to Subcontractor and Subcontractor's subcontractor or material supplier. Contractor shall have no liability to any of Subcontractor's subcontractors or material suppliers unless and until Contractor affirmatively accepts the assignment as provided above and then such liability shall relate to work performed and material or supplies ordered only from the date of Contractor's acceptance of the assignment after Subcontractor's termination. The contingent assignment to Owner shall take effect only upon Owner's termination of Contractor for cause and Owner's written notice to Subcontractor of exercise of the assignment 27. INTELLECTUAL PROPERTY AND ROYALTIES. Except as otherwise provided by the Contract Documents, Subcontractor shall pay all royalties and license fees which may be due with respect to Subcontractor's Work. Subcontractor shall pay the cost to defend and any settlement of or judgment entered on all suits or claims for infringement of any intellectual property rights that may be brought against Subcontractor, Contractor, or the Owner arising out of Subcontractor's Work. Contractor, at Contractor's option, may designate counsel to defend and Subcontractor shall be liable to Contractor and the Owner for all costs, expenses and attorneys', consultants'and experts' fees as well as for any settlement or judgment. 28. SEVERABILITY AND WAIVER. The partial or complete invalidity of any one or more provisions of this Subcontract shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the provision shall be considered reformed to reflect the intent thereof to the greatest extent possible consistent with law. The failure of Contractor to insist, in any one or more instances, upon the performance of any of the terms, covenants, or conditions of this Subcontract, or to exercise any right or remedy, shall not be construed as a waiver or relinquishment of such term, covenant, condition, right or remedy. 29. INTERPRETATION OF CONTRACT DOCUMENTS. (a) It is the intention of the parties that all terms of this Subcontract Master Agreement and a particular Project’s Work Authorization Document(s) and the Contract Documents are to be considered as complementary. However, in the event that such an interpretation is not possible, the order of precedence of such documents shall be: (1) Modifications of this Subcontract; (2) Modifications of the Contract Documents; (3) the Work Authorization Document for a particular Project (as supplemented by this Subcontract Master Agreement and Conditions to the Subcontract Master Agreement); (4) this Subcontract Master Agreement and Conditions to the Subcontract Master Agreement, unless the Contract Documents impose a higher standard or greater requirement on the Subcontractor, in which case the Contract Documents; and (5) the Contract Documents, unless the provisions of items (3 or 4) apply. (b) Except as otherwise provided, all references herein to days shall be to calendar days. The term "Subcontractor's subcontractor" shall mean any subcontractor, vendor or materialman who is supplying material or performing work in connection with the Subcontract and who has a direct contractual relationship with Subcontractor. The term "lower-tier subcontractor" shall mean any subcontractor, vendor or materialman at any tier supplying material or performing work in connection with the Subcontract. The term "subcontract" when referencing contractual arrangements between Subcontractor and Subcontractor's subcontractors shall include purchase orders and contracts for construction, materials and/or services relating to the Project. (c) Any and all headings of this Subcontract are for convenience of reference only and do not modify, define or limit the provisions thereof. Words importing the singular number shall include the plural number and vice versa, unless the context shall otherwise indicate. All references to any Exhibit or document shall be deemed to include all Modifications to
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