Business Services ESOH

BUSINESS SERVICES ESOH

This Business Services Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: (each, a "Party" and collectively, the "Parties").

WHEREAS

WHEREAS, Client operates facilities requiring environmental, safety, occupational health and hazardous materials (ESOH) oversight and seeks professional services to identify, mitigate and manage ESOH risks; and

WHEREAS, Service Provider possesses the experience, licenses and personnel necessary to perform ESOH consulting, compliance audits, training and incident response services; and

WHEREAS, the Parties desire to set forth the terms under which Service Provider will provide ESOH services to Client.

SCOPE OF WORK

Provider shall perform the services described below and in any attachments or task orders executed by the Parties. Services may include, but are not limited to, site assessments, hazardous materials management, regulatory compliance review, training, monitoring, corrective action planning, and emergency response support.

PAYMENT TERMS

Fees for the services described in this Agreement shall be as set forth below. Client shall reimburse Provider for reasonable, documented out-of-pocket expenses incurred in the performance of services in accordance with the reimbursement provisions set forth herein.

Fixed fee    Hourly rate    Time & materials

Invoices shall be due and payable within days of receipt. Past due amounts shall accrue interest at a rate of % per month (or the maximum rate permitted by law), plus any costs of collection, including reasonable attorney fees.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate immediately for cause upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and reasonable expenses incurred through the effective date of termination and Provider shall deliver all work in progress to Client. Each Party shall return or destroy the other Party's Confidential Information in accordance with the Confidentiality section of this Agreement.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other Party, whether oral, written, 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. Confidential Information does not include information that: (a) is or becomes public through no wrongful act of the receiving Party; (b) was lawfully known to the receiving Party prior to disclosure; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the disclosing Party's Confidential Information.

The receiving Party shall: (i) use Confidential Information solely for the purpose of performing obligations under this Agreement; (ii) restrict disclosure to employees, contractors or agents with a need to know who are bound to confidentiality obligations at least as protective as those in this Agreement; and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

The obligations in this section shall continue for a period of from the date of disclosure, except with respect to trade secrets, for which such obligations shall survive as long as the information remains a trade secret under applicable law. Notwithstanding the foregoing, Confidential Information subject to lawful compulsory disclosure may be disclosed to the extent required, provided the receiving Party gives prompt notice to the disclosing Party and cooperates to seek protective measures.

INSURANCE; INDEMNIFICATION

Provider shall maintain insurance coverage customary for ESOH consultants, including commercial general liability, professional liability/errors & omissions, and workers' compensation as required by law. Provider shall provide certificates of insurance upon Client's request. Provider shall indemnify and hold harmless Client from liabilities, damages and costs (including reasonable attorneys' fees) arising from Provider's negligent acts or willful misconduct in performing services under this Agreement, except to the extent resulting from Client's negligence or breach.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any written task orders, exhibits or attachments signed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except to an affiliate or in connection with a merger, sale of substantially all assets, or change of control.

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