Business Services Mine-Fill

BUSINESS SERVICES AGREEMENT — MINE-FILL

This Business Services Agreement (the Agreement) is entered into by and between:

WHEREAS

WHEREAS, Provider is engaged in the business of supplying mine-fill services, equipment, labor and related technical expertise, and represents that Provider has the skill, experience and resources necessary to perform the services described herein; and

WHEREAS, Client desires to retain Provider to perform mine-fill services at the project location described below and Provider is willing to perform such services under the terms and conditions of this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of services and payment therefor.

PROJECT IDENTIFICATION

Project Name:

Project Location:

SCOPE OF WORK

Provider shall furnish all labor, materials, equipment, supervision and administration necessary to perform the mine-fill services described below. The services shall include mobilization, placement of fill materials, compaction, grading, testing, monitoring, and demobilization, and such ancillary tasks as required for completion in accordance with industry standards.

PAYMENT TERMS

Late Payment Fee: Provider may assess interest on overdue amounts at a rate of % per month, compounded monthly, plus reasonable collection costs and attorneys' fees incurred in collecting delinquent amounts.

All payments shall be made in lawful currency of the United States. Title to materials remains with Provider until paid in full unless otherwise expressly agreed in writing.

TERM AND TERMINATION

Term Commencement Date:

Estimated Completion Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the period specified above following written notice. Provider may suspend work if Client fails to make payments when due; suspension does not relieve Client of payment obligations and Provider shall be entitled to payment for work performed prior to suspension and for restart costs.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including technical data, designs, specifications, and business and financial information.

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 no less than reasonable care; (b) not disclose Confidential Information to third parties except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely for the performance of this Agreement.

Confidentiality obligations shall not apply to information that (i) is or becomes publicly available other than by breach of this Agreement, (ii) was known to the receiving party prior to disclosure as shown by written records, (iii) was rightfully received from a third party without restriction, or (iv) is independently developed without use of the other party's Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of five (5) years.

INDEMNIFICATION AND INSURANCE

Provider shall indemnify and hold harmless Client from third-party claims arising out of Provider's negligent acts or omissions in the performance of the Services. Client shall indemnify and hold harmless Provider from third-party claims arising out of Client's negligence or breach of this Agreement.

Each party shall maintain insurance customary for its industry and adequate to protect against losses arising from performance under this Agreement. Upon request, the parties shall provide certificates of insurance evidencing such coverage.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, punitive or special damages, and aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any attachments, schedules and change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations and agreements, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

NOTICES

Notices shall be sent to the addresses above by certified mail, national courier, or other method providing proof of delivery, and shall be deemed given upon receipt.

DISPUTE RESOLUTION

The parties shall endeavor to resolve disputes through good faith negotiation. If negotiation fails, the parties agree to non-binding mediation before pursuing litigation. Either party may seek interim equitable relief where necessary to protect rights pending resolution.

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