Business FSEP Document

BUSINESS FSEP DOCUMENT

This Business FSEP Document (the "Agreement") is made as of by and between Service Provider: and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in delivering Field Safety and Environmental Program services ("FSEP Services"), including program development, field audits, training, and corrective action implementation; and

WHEREAS, Client desires to engage Service Provider to perform FSEP Services in accordance with the terms set forth in this Agreement and Service Provider agrees to perform such services pursuant to the terms and conditions below.

WHEREAS, the parties intend that this Agreement set forth the full understanding between them with respect to the subject matter hereof.

SCOPE OF WORK

Service Provider shall perform the FSEP Services described below, deliverables to be provided, and performance standards to be met. The scope may include program assessment, written procedures, field inspections, corrective action oversight, and staff training.

PAYMENT TERMS

Client shall compensate Service Provider in accordance with the fee schedule and payment milestones set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Invoicing: Service Provider will issue invoices specifying work performed and amounts due. Payments are due within days of invoice. Overdue amounts shall accrue the Late Payment Fee set forth above and the Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Either party may terminate for convenience upon providing the notice required above, subject to payment for services performed through the effective date of termination and reimbursement for reasonable wind-down costs.

CONFIDENTIALITY

The parties acknowledge that in connection with this Agreement each may receive Confidential Information of the other. "Confidential Information" means non-public business or technical information disclosed by one party to the other, whether disclosed orally, visually or in writing. Confidential Information does not include information that is: (a) generally available to the public through no fault of the receiving party; (b) rightfully obtained by the receiving party from a third party without restriction; or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information solely for performance under this Agreement; (ii) limit disclosure to employees and subcontractors who have a need to know and are bound to confidentiality obligations at least as protective as those herein; and (iii) exercise at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care. Confidentiality obligations shall survive termination for a period of .

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement. The indemnified party shall promptly notify the indemnifying party of any claim and cooperate in the defense and settlement of the claim.

NOTICE ADDRESSES

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all attachments, exhibits and statements of work expressly incorporated by reference, 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. No amendment or modification of this Agreement shall be effective unless in a written instrument signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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