Corrosion Management Document

CORROSION MANAGEMENT DOCUMENT

This Corrosion Management Document (the Agreement) is entered into by and between:

Effective Date:    Site/Facility:

WHEREAS

WHEREAS, Client owns or operates metallic assets and associated infrastructure that are subject to degradation by corrosion, including but not limited to pipelines, tanks, structural supports and process equipment (collectively, the Covered Assets); and

WHEREAS, Service Provider provides specialized corrosion assessment, monitoring, mitigation and reporting services and represents that it possesses the expertise, personnel, equipment and certifications necessary to perform the services described herein; and

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

SCOPE OF WORK

Service Provider shall perform corrosion management services for the Covered Assets at the Site in accordance with industry practice and the terms of this Agreement. The services shall include assessment, non-destructive testing, monitoring, installation of corrosion control measures, corrective actions, and reporting as described below.

Inspection Frequency:    Reporting Frequency:

PAYMENT TERMS

Compensation for the services provided under this Agreement shall be as follows.

Invoices shall be submitted to Client in accordance with the payment schedule. Payment is due within days of invoice date. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Either party may terminate immediately for material breach that remains uncured after days' written notice of breach. Termination shall not relieve Client of payment obligations for services performed and reasonable demobilization costs incurred prior to termination.

CONFIDENTIALITY

Each party shall treat as Confidential Information all non-public information disclosed by the other party relating to this Agreement, the Covered Assets, corrosion data, inspection results, and corrective actions. Confidential Information shall not include information that is or becomes publicly available other than by breach of this Agreement, independently developed without use of Confidential Information, or rightfully obtained from a third party without restriction. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but not less than reasonable care.

Disclosure required by law or regulation is permitted only after the receiving party provides prompt written notice to the disclosing party and cooperates to seek protective measures.

INSURANCE, LIABILITY AND INDEMNITY

Service Provider shall maintain insurance customary for corrosion management work, including commercial general liability, professional liability (if applicable), and workers' compensation. Evidence of insurance shall be provided upon request. Except for claims arising from gross negligence or willful misconduct, the parties' aggregate liability for direct damages shall be limited to the total fees paid under this Agreement for the twelve (12) month period preceding the claim. Neither party shall be liable for consequential, incidental, or punitive damages.

Service Provider shall indemnify and hold harmless Client against claims, losses or liabilities arising from Service Provider's negligence in performance, except to the extent caused by Client's negligence or willful acts.

INSPECTION, REPORTING AND CORRECTIVE ACTION

Service Provider shall deliver written inspection reports identifying defects, measured corrosion rates, remaining life estimates, recommended mitigation, and prioritized corrective actions. For items requiring immediate remediation, Service Provider shall notify Client verbally within 24 hours and follow with a written report within days.

COMPLIANCE WITH LAW AND STANDARDS

Service Provider shall perform services in compliance with applicable laws, regulations and industry standards applicable to corrosion control, including but not limited to codes addressing safety, environmental protection and asset integrity. Service Provider shall obtain and maintain any necessary permits, licenses or authorizations required to perform the services.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

ENTIRE AGREEMENT

This Agreement, including all exhibits, schedules and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or successor by merger or acquisition provided the assignee assumes all obligations herein.

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