Business MDEQ Document

Business MDEQ Document

RECITALS

WHEREAS, Client Name: is engaged in business operations and requires services related to environmental compliance, monitoring, and coordination with regulatory processes; and

WHEREAS, Contractor Name: has experience and qualifications to perform such services and agrees to provide the services described in this Agreement under the terms set forth herein; and

WHEREAS, the parties desire to document their respective rights and obligations with respect to the provision of services described in this Business MDEQ Document.

PARTIES AND BUSINESS INFORMATION

Corporation    LLC    Partnership    Sole Proprietorship

SCOPE OF WORK

The Contractor shall perform the services and deliverables described below. The Scope of Work sets forth the specific activities, deliverables, reporting requirements, and schedule applicable to the services.

PAYMENT TERMS

Total Contract Amount:

Late Payment Fee: on any overdue balance, plus reasonable collection costs and interest to the extent permitted by law.

TERM AND TERMINATION

Effective Date: ; Term End Date: .

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after receipt of written notice. Either party may terminate without cause upon days prior written notice to the other party. Termination does not relieve the Client of its obligation to pay for services performed or costs incurred prior to termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means any non-public, proprietary or business information disclosed by one party to the other, whether oral, written, electronic or otherwise, including but not limited to technical data, trade secrets, business plans, customer information, and environmental assessments. Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to the receiving party without restriction prior to disclosure; or (c) is rightfully received from a third party without breach of any obligation of confidentiality.

The receiving party shall hold Confidential Information in confidence, shall not disclose it to third parties except as expressly permitted herein, and shall use such information only for the purposes of performing its obligations under this Agreement. The receiving party may disclose Confidential Information to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years.

COMPLIANCE; ENVIRONMENTAL REQUIREMENTS

Contractor shall perform all services in compliance with all applicable environmental laws, rules, and regulations and shall obtain and maintain all permits, approvals, and licenses required to perform the Scope of Work. The Contractor shall promptly notify the Client of any condition or circumstance encountered during performance that may reasonably be expected to result in a regulatory notice, enforcement action, or material change to the Scope of Work or estimated costs.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement; provided that indemnification obligations shall be subject to any limitations set forth in this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, even if advised of the possibility of such damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total amount paid to Contractor under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW; DISPUTE RESOLUTION

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. Any dispute arising out of or relating to this Agreement shall be resolved by good faith negotiation between senior representatives of the parties, and if unresolved, may be submitted to mediation prior to initiation of litigation.

NOTICES

Notices to Client

Notices to Contractor

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all attachments and exhibits, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect.

CERTIFICATION

By signing below, each party certifies that it has the authority to enter into this Agreement and that the information provided herein is true and correct to the best of its knowledge. Each party acknowledges that it has read and understands the terms and conditions of this Agreement and agrees to be bound thereby.

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