Business Fluids Document

BUSINESS FLUIDS DOCUMENT

Parties and Recitals

Client Name:    Service Provider Name:

WHEREAS, Client is engaged in the business of handling, storing and distributing industrial fluids and desires to engage Service Provider to perform specified services in connection with such fluids; and

WHEREAS, Service Provider represents that it has the necessary expertise, equipment, permits and trained personnel to perform the services described in this agreement in accordance with applicable law and industry standards; and

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

Scope of Work

Services shall include, without limitation, the receipt, testing, handling, containment, transportation coordination, storage and disposition of business fluids as specified in the Scope of Services above. Service Provider shall perform services in a workmanlike manner in accordance with industry standards and all applicable statutes and regulations.

Payment Terms

Unless otherwise agreed in writing, invoices issued by Service Provider are due and payable within days of invoice date. Payments shall be made in U.S. dollars to the payee designated on the invoice.

Term and Termination

Effective Date:     Term Expires On:

This Agreement shall commence on the Effective Date and continue until the Term Expires On date unless earlier terminated in accordance with this section. Either party may terminate this Agreement for convenience by providing written notice to the other party at least days prior to the intended termination date.

Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and costs incurred prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public business, technical, safety, environmental, pricing, customer, process, formulation, chemical composition, transportation routes, and other proprietary information disclosed by either party to the other, whether disclosed orally, in writing, electronically, or otherwise. Confidential Information does not include information that:

(a) is or becomes publicly available through no fault of the receiving party; (b) is lawfully disclosed to the receiving party by a third party without restriction; or (c) was known to the receiving party prior to disclosure as evidenced by written records.

The receiving party shall (i) hold Confidential Information in confidence with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, (ii) not use Confidential Information except to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. If disclosure is compelled by law, the receiving party shall promptly notify the disclosing party to allow a protective order or other remedy.

Liability and Indemnification

Service Provider shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Service Provider's breach of this Agreement, negligent acts, willful misconduct, or failure to comply with applicable law in performing the services. Client shall indemnify Service Provider for claims arising from Client's negligence or breach.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes.

Entire Agreement

This Agreement, including all attachments and statements of work incorporated herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, understandings and agreements, whether written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Remedies and Injunctive Relief

The parties agree that breach of confidentiality, proprietary rights or safety obligations may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the injured party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Insurance

Service Provider shall maintain, at its sole cost and expense, general liability, environmental liability, workers' compensation and automobile liability insurance in commercially reasonable amounts and shall provide certificates of insurance upon request. Such insurance shall name Client as an additional insured where appropriate for the services performed.

Miscellaneous

Notices shall be sent to the addresses designated in writing by the parties. If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor that assumes Client's obligations.

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