Business Services Lagoon Services

Business Services Lagoon Services — General Business Agreement

Parties

Recitals

WHEREAS, Client operates one or more lagoon(s), retention basin(s), or decorative water features and desires professional services for maintenance, water quality management, dredging, vegetation control, and related tasks necessary to preserve functional and regulatory compliance (the "Facilities"); and

WHEREAS, Service Provider represents that it possesses the technical expertise, personnel, equipment, permits, and insurance required to perform lagoon services in a professional and workmanlike manner; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Scope of Work

Service Provider shall provide lagoon maintenance and services as described below. The Scope of Work shall include scheduling, personnel, equipment, materials, and performance standards necessary to accomplish each task. Any change in scope must be documented in writing and signed by both parties.

Payment Terms

Client shall pay Service Provider for services performed as set forth below. All amounts are due in U.S. dollars unless otherwise agreed in writing.

Invoices shall be submitted to Client in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of invoice receipt. Disputes to an invoice must be made in writing within the payment period.

Late payments shall accrue interest at on the outstanding balance, or the maximum rate permitted by law, whichever is lower. Client is also responsible for reasonable collection costs.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for cause if the other party materially breaches any obligation and fails to cure within thirty (30) days after written notice of such breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, visually, or in writing, that is designated as confidential or that a reasonable person would understand to be confidential. Confidential Information does not include information that (a) is or becomes publicly available without breach, (b) was rightfully known to the receiving party prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of Confidential Information.

The receiving party shall hold Confidential Information in confidence, use it solely for performance under this Agreement, and not disclose it to third parties except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The obligations in this paragraph shall survive termination for years.

Insurance, Indemnity, and Compliance

Service Provider shall maintain general liability, workers' compensation, and other insurance appropriate to the services and in amounts customary for the industry. Service Provider shall indemnify and hold Client harmless from claims, liabilities, losses, and expenses arising from Provider's negligent acts or omissions, subject to applicable law.

Service Provider shall perform all work in compliance with applicable laws, regulations, permits, and rules governing water management, environmental protection, and health and safety. Provider shall obtain and maintain all permits and licenses required to perform the services.

Warranties; Limitation of Liability

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except for the express warranty set forth herein, all other warranties are disclaimed to the fullest extent permitted by law. Neither party shall be liable to the other for incidental, consequential, or punitive damages except for liability arising from gross negligence, willful misconduct, or breach of confidentiality.

Governing Law; Entire Agreement; Amendments

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

This Agreement, including all exhibits and documents incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

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

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