Business Decom Services Agreement

BUSINESS DECOM SERVICES AGREEMENT

This Business Decom Services Agreement (the Agreement) is entered into as of (Effective Date), by and between Client Name: and Service Provider: .

RECITALS

WHEREAS, Client requires professional decommissioning (decom) services related to business operations, assets, facilities, or equipment described herein; and

WHEREAS, Service Provider possesses the specialized experience, personnel, equipment, and licenses necessary to perform safe, compliant, and commercially reasonable decom services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform decom services for Client.

SCOPE OF WORK

Service Provider shall perform the decom services described below in a professional and workmanlike manner, in accordance with applicable law, codes, permits, industry standards, and the schedule agreed by the parties.

PAYMENT TERMS

Client shall pay Service Provider total compensation in the amount of $ for the services described in this Agreement, subject to adjustments for change orders as provided below.

Invoices are payable within days of invoice date. Late payments shall accrue interest at per month (or the maximum permitted by law), plus any costs of collection.

TERM AND TERMINATION

The term of this Agreement shall commence on and continue until , unless earlier terminated as set forth herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver to Client all completed deliverables and, where appropriate, an invoice for work performed through the effective date of termination. Client shall pay for all undisputed work performed up to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that, under the circumstances, ought to be treated as confidential. Each party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted herein, and (c) use Confidential Information only for the performance of this Agreement. Confidential Information does not include information that is or becomes generally available to the public other than by breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the other's Confidential Information.

Upon termination or expiration of this Agreement, each party shall promptly return or destroy the other party's Confidential Information and certify in writing that it has done so, except to the extent retention is required by applicable law or internal document retention policies.

INSURANCE; COMPLIANCE; INDEMNITY

Service Provider shall maintain insurance coverage reasonably appropriate for the services performed, including commercial general liability and, where applicable, workers' compensation and automobile liability insurance. Service Provider shall comply with all applicable laws, regulations, permits, and safety requirements.

Service Provider agrees to indemnify, defend, and hold harmless Client from and against any third-party claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising from Service Provider's negligence, willful misconduct, or breach of this Agreement, except to the extent caused by Client's negligence or willful misconduct.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable for incidental, consequential, special, or punitive damages. The aggregate liability of either party for claims arising out of or related to this Agreement shall not exceed the total amounts paid or payable to Service Provider under this Agreement in the 12-month period preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If a dispute cannot be resolved by negotiation, the parties may pursue any remedies available at law or in equity in the appropriate state or federal courts located in such State.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments, exhibits, and change orders executed in writing by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. Any amendment or modification to this Agreement must be made in a writing signed by authorized representatives of both parties.

NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above by hand delivery, nationally recognized overnight courier, or registered mail, return receipt requested, and shall be deemed given upon receipt.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets. 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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