Business Services Agreement for Crushing LLC

Business Services Agreement for Crushing LLC

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing equipment, labor, logistics and operational services related to crushing, screening, and materials processing; and

WHEREAS, Client desires to retain Service Provider to perform certain crushing and related services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the services provided hereunder will be performed in accordance with the Scope of Work and payment, liability, and confidentiality provisions set forth below.

SCOPE OF WORK

Service Provider shall provide the crushing, screening, loading, hauling coordination and associated labor and equipment necessary to process Client material as described below. Service Provider's duties shall include compliance with applicable safety practices and coordination with Client representatives.

PAYMENT TERMS

Client shall pay Service Provider the fees described below in full for performance of the Scope of Work.

Late Payment: Any undisputed amount not paid when due shall bear interest at the rate of or the maximum rate permitted by law, and Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: 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 days after receipt of written notice specifying the nature of the breach. Either party may also terminate for convenience with prior written notice of days to the other party.

Upon termination, Client shall pay Service Provider for services performed and costs incurred up to the effective date of termination, subject to any setoffs for breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is marked confidential or that reasonably should be understood to be confidential under the circumstances ("Confidential Information"). Confidential Information shall include business information, pricing, methods, material specifications, and customer lists, but shall not include information that:

(a) is or becomes publicly available without breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is received from a third party not subject to an obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for performance of this Agreement, shall limit access to employees and contractors who have a need to know, and shall return or destroy Confidential Information upon termination or request. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain subject to protection for so long as they qualify as trade secrets under applicable law.

INDEMNIFICATION AND LIABILITY

Service Provider shall indemnify, defend and hold harmless Client from and against claims arising out of Service Provider's negligent performance of the Scope of Work, subject to any limits set forth in this Agreement. Client shall indemnify Service Provider for claims arising out of Client-supplied materials or Client's failure to disclose material information.

Except for willful misconduct or indemnified claims, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each party for claims arising under this Agreement shall not exceed the total fees paid or payable by Client to Service Provider under this Agreement for the twelve (12) month period preceding the claim.

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 any dispute arising out of this Agreement.

ENTIRE AGREEMENT

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and sent to the addresses set forth below or to such other address as either party may designate in writing. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

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