Business Document SUR PQ Document

BUSINESS DOCUMENT SUR PQ DOCUMENT

This Business Document SUR PQ Document (the "Agreement") is entered into as of day of , by and between:

Party A — Client Name: Entity Type: Corporation LLC Individual

Party B — Service Provider Name: Entity Type: Corporation LLC Individual

RECITALS

WHEREAS, Party A requires specialized professional services relating to the survey, pre-qualification and procurement activities described herein (the "Services"); and

WHEREAS, Party B represents that it has the experience, capacity and resources required to perform the Services in accordance with the terms of this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Party B will perform the Services and Party A will compensate Party B.

SCOPE OF WORK

Party B shall perform the Services in a professional and workmanlike manner consistent with industry standards. Any material changes to the Services must be documented in a written amendment signed by both Parties.

PAYMENT TERMS

Invoices shall be issued by Party B in accordance with the Payment Schedule. Party A shall pay each undisputed invoice within days of receipt.

All payments are exclusive of taxes. Any taxes, duties or other governmental charges imposed on payments hereunder shall be the responsibility of the Party required to pay such amounts by applicable law.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate immediately upon written notice if the other Party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

Upon termination, Party B shall deliver to Party A all work in progress and any deliverables completed to the date of termination. Party A shall pay Party B for all Services performed and reimbursable expenses incurred through the effective date of termination in accordance with the Payment Terms.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, technical data, trade secrets, business plans, financial information, proposals, and customer information.

Each Party agrees (i) to hold Confidential Information of the other Party in strict confidence, (ii) not to disclose such Confidential Information to any third parties except as expressly permitted herein, and (iii) to use such Confidential Information solely to perform its obligations or exercise its rights under this Agreement. Reasonable disclosures to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations are permitted.

The obligations of confidentiality shall not apply to information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully in the receiving Party's possession prior to receipt from the disclosing Party; (c) is lawfully received from a third party without confidentiality obligations; or (d) is independently developed without reference to the Confidential Information. The confidentiality obligations shall survive termination of this Agreement for .

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties agree that the state and federal courts located within that State shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

NOTICES

Notices to Party A

Notices to Party B

Notices shall be in writing and delivered by hand, overnight courier, or certified mail (return receipt requested) to the addresses set forth above or to such other address as a Party designates by notice in accordance with this section. Notices are effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be reformed to the extent necessary to make it valid and enforceable, or if reformation is not possible, shall be severed, and the remaining provisions shall remain in full force and effect. The Parties are independent contractors and nothing in this Agreement creates a joint venture, partnership, agency, or employment relationship between the Parties.

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