Business Underground Document

BUSINESS UNDERGROUND DOCUMENT

This Business Underground Document (the "Agreement") is entered into as of by and between:

Principal / Owner: , located at ;

Contractor / Operator: , located at .

Recitals

WHEREAS, Principal operates underground infrastructure, facilities, or assets that require specialized access, management, maintenance or business-related activities (collectively, "Underground Assets"); and

WHEREAS, Contractor represents that it has the technical capability, personnel, permits and insurance to perform work on or in the vicinity of Underground Assets and is willing to provide such services under the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be performed and the protection of proprietary and site-sensitive information.

Scope of Work

Location(s) of performance:

Payment Terms

Invoices will be submitted to: , Billing address: .

Any undisputed late payment shall accrue interest at the lesser of an annual rate of per month or the maximum permitted by law, plus reimbursement of reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

This Agreement commences on and expires on , unless earlier terminated in accordance with this Agreement.

Either party may terminate for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether written, oral or electronic, that a reasonable party would understand to be confidential. Receiving party shall: (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to those employees, agents, or contractors who have a need to know and who are bound to protect confidentiality; and (c) protect such information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that is or becomes generally available to the public through no breach by the receiving party, is rightfully received from a third party without obligation of confidentiality, or is independently developed without use of the disclosing party's Confidential Information. If disclosure is required by law, the receiving party shall provide prompt written notice to the disclosing party to allow it to seek protective relief.

Liability and Insurance

Contractor shall maintain, at its expense, general liability, automobile and worker's compensation insurance policies appropriate to the scope of work and shall provide certificates of insurance upon request. Each party's liability to the other for any claim arising under or related to this Agreement shall be limited to direct damages and shall exclude consequential, incidental and punitive damages to the extent permitted by law, except for liability arising from willful misconduct or gross negligence.

Compliance and Site Safety

Contractor will comply with all applicable laws, regulations, permits, and site-specific safety and access requirements when performing work. Contractor will ensure personnel are trained for underground operations, use required protective equipment, and follow posted site plans and hazard controls. Contractor shall immediately notify Principal of any incident that affects safety, the environment or Underground Assets.

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 laws principles.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments executed 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, whether written or oral. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information set forth below or as otherwise designated by written notice.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and no agency or partnership is created by this Agreement. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all assets.

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