Business Initiative Clean Initiative

BUSINESS INITIATIVE CLEAN INITIATIVE

This Business Initiative Clean Initiative Agreement (the Agreement) is entered into as of , , by and between:

WHEREAS

WHEREAS, Party A is engaged in organizing and coordinating corporate-level environmental initiatives intended to reduce waste, improve cleanup practices, and implement sustainable operations; and

WHEREAS, Party B possesses operational capacity, technical personnel, and site access necessary to implement specified clean initiative activities and agrees to perform certain services in furtherance of the Initiative; and

WHEREAS, the parties desire to set forth their respective roles, the scope of work, compensation, confidentiality obligations and other terms governing the Business Initiative Clean Initiative.

1. SCOPE OF WORK

Party B shall perform the services described below (the Services). The Services shall be performed in a professional and workmanlike manner consistent with industry standards. Specific deliverables, milestones, locations and any subcontracting arrangements must be identified below:

2. PAYMENT TERMS

In consideration for the Services, Party A shall pay Party B in accordance with the terms set forth in this section. All payments shall be subject to the invoicing and approval procedures set forth herein.

Party B shall submit itemized invoices in accordance with the payment schedule. Unless otherwise agreed in writing, invoices unpaid after thirty (30) days from receipt shall accrue the Late Payment Fee set forth above. Payment is not acceptance of incomplete or deficient work.

3. TERM AND TERMINATION

This Agreement commences on , (the Start Date) and continues until , (the End Date), unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not fewer than days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Confidential Information includes technical data, business plans, processes, pricing, personnel information and other proprietary information relating to the Initiative.

Receiving party shall: (a) hold Confidential Information in confidence and not disclose it to third parties except as expressly permitted herein; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) limit disclosure to employees, agents or contractors who have a need to know and who are bound to confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes publicly known through no wrongful act of the receiving party, is rightfully received from a third party without breach of confidentiality, is independently developed without use of the disclosing party's Confidential Information, or is required to be disclosed by law, provided that the receiving party provides prompt notice and cooperates in any lawful attempt to limit disclosure.

The confidentiality obligations set forth here will survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

5. 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 submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate or organizational power and authority to enter into this Agreement and to perform its obligations; that execution and delivery of this Agreement has been duly authorized; and that performance will not violate any applicable law or contractual obligation.

7. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, or a breach of confidentiality obligations, neither party shall be liable for consequential, incidental, special or punitive damages. Each party's aggregate liability under this Agreement shall not exceed the total amount actually paid by Party A to Party B under this Agreement during the twelve (12) months preceding the claim.

8. ENTIRE AGREEMENT

This Agreement, including all attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses listed above or to such other address as a party designates by written notice in accordance with this section. Notices shall be deemed delivered upon personal delivery, three days after deposit with a nationally recognized overnight courier, or five days after mailing by certified mail, return receipt requested.

10. ADMINISTRATIVE INFORMATION

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