Business Letter to EcoPro

BUSINESS LETTER TO ECOPRO

Date:

Recitals

WHEREAS, Client Name: desires to engage EcoPro to perform specified services relating to environmental consulting and related business activities; and

WHEREAS, EcoPro (the recipient) Name: has represented that it has the experience, personnel, and capability to perform such services in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, and other material terms in writing to govern their relationship.

Agreement

Scope of Work

The services to be provided by EcoPro (the "Services") shall be described in detail below. EcoPro shall perform the Services in a professional and workmanlike manner consistent with industry standards and all applicable laws and regulations.

Payment Terms

Client shall pay EcoPro for the Services in accordance with the schedule and amounts set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Invoices not disputed in writing within ten (10) business days of receipt shall be deemed accepted. Any undisputed overdue amounts shall accrue interest at the rate set forth above and the prevailing legal rate if higher.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue in effect until the End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail. Termination shall not relieve either party of its obligation to pay amounts accrued prior to the effective date of termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by a disclosing party to the receiving party, whether in written, oral, electronic or other form, 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.

The receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to third parties except to those employees, agents or contractors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was known to the receiving party prior to disclosure, or is required to be disclosed by law or court order (provided the receiving party gives the disclosing party prompt written notice and cooperates in any available protective measures).

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below, without regard to conflict of laws principles.

Entire Agreement

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

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality obligations and agree that injunctive relief may be sought in addition to any other remedies available at law or equity.

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