Business FES Template

BUSINESS FES AGREEMENT

This Business FES Agreement ("Agreement") is made effective as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client engages Provider to perform certain field engineering and related services described herein and Provider represents that it possesses the necessary qualifications, personnel and licenses to perform such services in a professional manner;

WHEREAS, Provider agrees to perform the services pursuant to the terms and conditions set forth in this Agreement and to deliver the work in accordance with the scope, schedule and payment terms set forth below; and

WHEREAS, the parties desire to set forth their entire agreement and the respective obligations, including confidentiality and governing law provisions, in writing.

SCOPE OF WORK

Provider shall perform the services described below (collectively, the "Services"). Provider shall exercise commercially reasonable efforts, skill and care in the performance of the Services consistent with industry standards for Field Engineering Services.

PAYMENT TERMS

Compensation: Client shall pay Provider the total contract amount of $ for the Services specified in this Agreement, subject to the schedule below.

Invoicing and Payment Terms: Provider shall submit invoices to Client in accordance with the payment schedule. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt. Disputed amounts shall be notified in writing within ten (10) days and resolved promptly.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the invoice due date until paid in full. Client shall also be responsible for reasonable collection costs and attorneys' fees.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party given not less than days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately for material breach that remains uncured after fifteen (15) days' written notice. Upon termination for any reason, Client shall pay Provider for all Services performed and documented expenses incurred through the effective date of termination.

Effect of Termination: Upon termination, each party shall return or destroy the other party's Confidential Information as required by this Agreement, and Provider shall deliver any work in progress subject to Client's payment obligations.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public, proprietary or confidential information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with the Services, whether disclosed orally, visually or in writing, including technical data, trade secrets, business and financial information, specifications, plans and client lists.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of the Receiving Party; (ii) is rightfully known by the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

Obligations: The Receiving Party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to third parties except as permitted by this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The Receiving Party may disclose Confidential Information to its employees, consultants or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Remedies: The parties acknowledge that breach of this confidentiality obligation may cause irreparable harm for which monetary damages would be inadequate and that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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 rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that State for any dispute arising under this Agreement.

MISCELLANEOUS

Independent Contractor: Provider is an independent contractor. Nothing in this Agreement creates an employment, joint venture or agency relationship between the parties.

Assignment: Neither party may assign its rights or obligations under 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 or sale of all or substantially all of its assets.

Indemnification: Provider shall defend, indemnify and hold Client harmless from and against third-party claims arising out of Provider's negligent acts or omissions in the performance of the Services, subject to applicable limitations of liability set forth herein.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, breach of confidentiality or indemnity obligations, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

ENTIRE AGREEMENT

This Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remainder shall remain in full force and effect. No waiver shall be effective unless in writing and signed by the waiving party.

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