Biorestoration Project Template

BIORESTORATION PROJECT TEMPLATE

This Biorestoration Project Agreement (the Agreement) is entered into as of Date: by and between Client Name: with Address: (Client) and Contractor Name: with Address: (Contractor).

WHEREAS

WHEREAS, Client desires to retain Contractor to perform biorestoration services at Project Site: in accordance with the terms and conditions set forth herein; and

WHEREAS, Contractor represents that it possesses the technical expertise, personnel, equipment and licenses necessary to perform the biorestoration services and will perform such services in a professional manner consistent with industry standards and applicable environmental and occupational safety laws; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the scope, schedule, payment, confidentiality and other matters related to the Project.

SCOPE OF WORK

Contractor shall perform biorestoration work described below. Services include preparatory site assessment, design and implementation of biological restoration measures, monitoring, reporting, and final site stabilization. Detailed tasks, methodologies, performance standards and acceptance criteria are set forth in the Scope of Work field below.

Estimated Start Date: Estimated Completion Date:

PAYMENT TERMS

Client shall pay Contractor for the full performance of the Scope of Work in accordance with the schedule below. All payments shall be made in lawful funds of the United States unless otherwise agreed in writing.

Late Payment: Any undisputed amounts not paid when due shall accrue interest at a rate of or the maximum lawful rate, whichever is less. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Contractor to collect overdue amounts.

PERMITS, ACCESS, AND COMPLIANCE

Responsibility for permits and site access: Client obtains and pays for required permits Contractor procures required permits as specified

Contractor shall perform all work in compliance with applicable local, state and federal environmental, health and safety laws, and shall maintain industry-standard protective measures for personnel and ecological receptors. Contractor shall manage waste, handle invasive species and regulated materials in accordance with regulatory requirements and best practices.

CHANGES AND EXTRA WORK

Any change in the Scope of Work, including additional tasks, materials, or revised schedules, shall be performed only pursuant to a written change order signed by both parties. Change orders shall describe the change, the adjustment to the Project Fee, and any change in the schedule. Contractor will not be required to proceed with changed work prior to execution of a change order.

CONFIDENTIALITY

Each party shall hold in confidence and not disclose to third parties any Confidential Information of the other party obtained in connection with the Project. Confidential Information shall include technical data, remediation methods, site assessments, and non-public business information. Confidential obligations shall not apply to information that is or becomes publicly known through no breach by the receiving party, is rightfully obtained from a third party without restriction, or is required to be disclosed by law or order of a court or regulatory authority upon notice to the disclosing party (to the extent notice is permitted).

Confidentiality Term: years from the date of disclosure.

INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless Client and its officers, agents and employees from and against any third-party claims, liabilities, losses or damages arising from the Contractor's negligent performance of the Scope of Work, breach of this Agreement, or willful misconduct, except to the extent such claims arise from the negligence or willful misconduct of Client. Client shall indemnify Contractor for claims arising from Client-supplied information, undisclosed site conditions known to Client, or Client's failure to obtain required access or permits.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until Completion Date: unless earlier terminated as provided below.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure within days after written notice. Termination for Convenience: Client may terminate for convenience upon days' prior written notice; Contractor shall be paid for work performed to the termination date plus reasonable demobilization costs.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Venue for any dispute arising under this Agreement shall be in the state or federal courts located in the same state, unless otherwise agreed in writing.

ENTIRE AGREEMENT

This Agreement, including any attachments, exhibits and signed change orders, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior oral or written agreements, understandings and communications. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Contractor may assign to an affiliate or successor by merger or sale of substantially all assets with notice to Client.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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