Business Well Proposal Contract

BUSINESS WELL PROPOSAL CONTRACT

Client Name:    Client Address:

Contractor Name:    Contractor Address:

WHEREAS

WHEREAS, Client operates the business at the site located at (the "Site"), and desires the drilling, construction and commissioning of a commercial water well in accordance with the specifications set forth in this Contract.

WHEREAS, Contractor is duly licensed and experienced in well drilling, hydrogeologic assessment and related services and represents that Contractor will perform the work in a professional manner and in compliance with applicable law.

WHEREAS, the parties wish to set forth the terms and conditions under which Contractor will perform the work described below, as evidenced by this Business Well Proposal Contract (the "Contract").

SCOPE OF WORK

Work shall include: site mobilization, drilling to a depth sufficient to reach productive aquifer(s), installation of casing and screen, development, pump test, sanitary sealing of borehole where applicable, disinfection, provision of as-built logs and a final report including static and pumping water levels. Any work beyond the written Scope of Work shall require a written change order executed by both parties and may result in adjustment to Price and Schedule.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay Contractor as follows: an initial mobilization deposit equal to upon execution of this Contract; progress payments tied to drilling milestones as set forth in the Payment Schedule; and final payment due upon completion of the Work and delivery of the final report. All payments shall be due within days of invoice.

Overdue amounts shall bear interest at the rate specified above or, if no rate is specified, at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Client shall be responsible for reasonable costs of collection, including attorneys' fees and court costs.

TERM AND TERMINATION

Contract Start Date:    Expected Completion Date:

This Contract shall commence on the Contract Start Date and continue until completion of the Work unless earlier terminated as provided herein. Either party may terminate this Contract for convenience upon giving written notice to the other party at least days prior to termination. If either party materially breaches this Contract and fails to cure such breach within fifteen (15) days after receipt of written notice, the non-breaching party may terminate this Contract immediately upon written notice.

Upon termination, Contractor shall be entitled to payment for Work performed to the date of termination, including reasonable demobilization costs, and Client shall receive all deliverables completed prior to termination. Termination shall not relieve Client of payment obligations for Work properly performed.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information furnished by the other party and 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"). Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, or that is rightfully received from a third party without breach of an obligation of confidentiality. The receiving party shall use Confidential Information solely for the performance or enforcement of this Contract and shall limit access to those employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained in this Contract.

INSURANCE AND INDEMNITY

Contractor shall maintain commercial general liability insurance, workers' compensation insurance and automobile liability insurance in amounts customary for the industry and adequate to cover liabilities arising from the performance of the Work. Contractor shall indemnify, defend and hold harmless Client from and against claims, damages, losses and expenses arising out of Contractor's negligence or willful misconduct in performing the Work, except to the extent caused by Client's negligence or willful misconduct.

GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located within that State for any action arising out of or related to this Contract.

ENTIRE AGREEMENT

This Contract, including all attachments, appendices and any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment or modification of this Contract shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Contract shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested.

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