Cleanup Service Contract

CLEANUP SERVICE CONTRACT

This Cleanup Service Contract ("Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, the Client is the owner or lawful possessor of the property located at (the "Property"); and

WHEREAS, the Service Provider has expertise and experience in performing cleanup, debris removal, remediation, and related services and agrees to perform such services at the Property pursuant to the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms, conditions, and obligations of their agreement in writing.

SCOPE OF WORK

Service Provider shall perform cleanup services including, but not limited to, removal of debris, containment and disposal of hazardous or non-hazardous materials as applicable, site stabilization, surface cleaning, and any other tasks expressly described below (collectively, the "Services"). Work shall conform to the specifications and standards set forth in this Section and in any attachments incorporated herein.

PAYMENT TERMS

Contract Price: $ (the "Contract Price"). The Contract Price includes labor, equipment, basic disposal fees, and ordinary permits, unless otherwise stated in writing.

Invoicing: Service Provider will invoice Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days of receipt.

Late Payment: Overdue amounts shall accrue interest at a rate of % per month (or the maximum rate permitted by law), plus any reasonable collection costs and attorneys' fees incurred by Service Provider.

TERM AND TERMINATION

Term: This Agreement commences on and shall continue until completion of the Services or until , whichever occurs first, unless earlier terminated in accordance with this Agreement.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall be without prejudice to any rights or remedies that have accrued prior to termination.

Termination for Convenience: Client may terminate for convenience upon providing Service Provider with at least days' prior written notice. Upon termination, Client shall pay Service Provider for Services performed and costs reasonably incurred up to the effective date of termination.

CONFIDENTIALITY

Each party agrees to keep confidential and not disclose to any third party any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"), except to the extent necessary to perform obligations under this Agreement or as required by law. Confidential Information does not include information that (i) is or becomes publicly available other than by breach of this Agreement, (ii) was lawfully known to the receiving party prior to disclosure, or (iii) is rightfully obtained from a third party without obligation of confidentiality.

The obligations of confidentiality survive termination of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for so long as applicable law requires.

INSURANCE, COMPLIANCE, AND INDEMNIFICATION

Insurance: Service Provider shall maintain, at its own expense, commercial general liability insurance and workers' compensation insurance in amounts satisfactory to Client and as required by law. Upon request, Service Provider shall provide certificates evidencing such coverage.

Compliance: Service Provider shall perform the Services in compliance with all applicable federal, state, and local laws, ordinances, and regulations, including applicable environmental and waste-disposal laws. Service Provider shall obtain and maintain all required permits, licenses, and approvals.

Indemnification: Service Provider shall defend, indemnify, and hold harmless Client and its officers, directors, and agents from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses (including reasonable attorneys' fees) arising out of or resulting from the negligent acts, omissions, or willful misconduct of Service Provider in performing the Services.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice-of-law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation. If negotiation fails, the parties may pursue any available legal or equitable remedies.

ENTIRE AGREEMENT; MISCELLANEOUS

Entire Agreement: This Agreement, including any attachments and written 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.

Amendment: This Agreement may be amended only by a written instrument signed by both parties.

Assignment: Neither party may assign this Agreement or any right or obligation hereunder without the prior written consent of the other party, except that Service Provider may assign receivables to a financing institution.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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