Decommission Services Contract

DECOMMISSION SERVICES CONTRACT

This Decommission Services Contract ("Contract") is entered into as of Effective Date: by and between Client Name: , an entity type: Corporation LLC Individual , with principal place of business at (the "Client"), and Contractor Name: , an entity type: Corporation LLC Individual , with principal place of business at (the "Contractor"). Client and Contractor are hereinafter collectively referred to as the "Parties."

RECITALS

WHEREAS, the Client owns or controls the facility or assets located at Site Location: (the "Site") and requires professional services to remove, decommission and retire specified equipment and systems; and

WHEREAS, the Contractor represents that it has the experience, personnel, equipment and licenses necessary to perform decommissioning, dismantling, removal and related environmental mitigation services in accordance with applicable law and accepted industry standards; and

WHEREAS, the Parties desire to set forth the terms and conditions under which the Contractor will perform the decommission services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means all decommissioning, dismantling, removal, transportation, testing, sampling, remediation, disposal and related work described in the Statement of Work attached as Exhibit A and any Change Orders issued pursuant to this Contract.

1.2 "Hazardous Materials" means any substance regulated by environmental or safety laws that poses a risk to health, property or the environment, including but not limited to asbestos, PCBs, lead-based paint, petroleum products and chemical contaminants.

2. SCOPE OF SERVICES

2.1 The Contractor shall perform the Services described in the Statement of Work. The Contractor shall furnish all labor, supervision, tools, equipment, transportation, permits, licenses and disposal required to perform the Services in a safe, workmanlike manner and in compliance with all applicable laws and good industry practice.

3. SCHEDULE AND MILESTONES

3.1 The Contractor shall commence Services on Commencement Date: and shall achieve Final Completion no later than Completion Date: , subject to approved Change Orders and excusable delays.

4. COMPENSATION AND PAYMENT

4.1 The Client shall pay the Contractor the fees set forth in the Pricing Schedule. Contract Price (not including approved Change Orders):

4.2 Payment Terms: The Contractor shall invoice the Client in accordance with the invoicing schedule. Unless otherwise agreed in writing, invoices are due and payable Net days from receipt of a proper invoice.

5. CHANGE ORDERS

5.1 Any material change to the Scope of Services, schedule or Contract Price shall be made only by written Change Order signed by authorized representatives of both Parties. A Change Order shall set forth the scope change, any adjustment to price and schedule, and the basis for calculation of such adjustments.

6. SITE ACCESS, PERMITS AND UTILITIES

6.1 The Client shall provide the Contractor with reasonable access to the Site, including any existing drawings, reports, records and reasonable cooperation necessary for performance. The Client shall obtain and pay for permits, easements and approvals required to permit performance unless the Parties expressly allocate such responsibility in writing.

7. HAZARDOUS MATERIALS AND ENVIRONMENTAL COMPLIANCE

7.1 The Contractor shall identify, manage and handle Hazardous Materials in accordance with applicable environmental, health and safety laws and shall employ appropriate removal, containment, sampling and disposal practices. The Contractor shall immediately notify the Client of any discovery of conditions materially different from those represented in the Statement of Work.

8. WARRANTIES; DISCLAIMER

8.1 Contractor Warranties. The Contractor warrants that the Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards and in compliance with applicable laws for a period of months from Final Completion. Contractor's sole obligation under this warranty shall be to re-perform nonconforming Services at Contractor's expense.

8.2 DISCLAIMER. Except for the express warranty in Section 8.1, the Contractor disclaims all other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose.

9. INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1 Indemnification by Contractor. The Contractor shall indemnify, defend and hold harmless the Client and its officers, directors and employees from and against all third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) to the extent caused by Contractor's negligence or willful misconduct in performing the Services or by Contractor's breach of its representations and warranties.

9.2 Indemnification by Client. The Client shall indemnify, defend and hold harmless the Contractor for claims arising from Client-provided information, undisclosed site conditions known to the Client, or the Client’s failure to obtain required permits.

9.3 Limitation of Liability. Except for willful misconduct, gross negligence or liability arising from breach of confidentiality or indemnification obligations, neither Party's aggregate liability for direct damages arising out of or related to this Contract shall exceed the total Contract Price paid to the Contractor under this Contract.

10. INSURANCE

10.1 The Contractor shall maintain, at its expense, commercial general liability, automobile liability, workers' compensation and professional liability insurance with limits customary for the industry and sufficient to cover Contractor's obligations under this Contract. Upon request, Contractor shall furnish certificates evidencing such coverage.

11. CONFIDENTIALITY AND DATA DESTRUCTION

11.1 Each Party shall keep confidential all non-public information disclosed in connection with this Contract and shall not use such information except as necessary to perform its obligations hereunder. Upon Final Completion or earlier termination, the Contractor shall, at the Client's direction, return or destroy Client data and provide certification of destruction where applicable.

12. TERMINATION

12.1 Termination for Convenience. The Client may terminate this Contract for convenience upon written notice to the Contractor. In the event of termination for convenience, the Contractor shall be entitled to payment for Services performed to the effective date of termination and reasonable demobilization costs as substantiated.

12.2 Termination for Cause. Either Party may terminate this Contract for material breach if the other Party fails to cure such breach within days after written notice specifying the breach.

13. REMEDIES

13.1 Except as otherwise provided, the remedies available under this Contract are cumulative and in addition to any other rights or remedies available at law or in equity.

14. NOTICES

14.1 All notices required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below or to such other address as either Party may designate by notice to the other. Notices are effective upon receipt.

15. AMENDMENTS; WAIVER; COUNTERPARTS

15.1 This Contract may be amended only by a written instrument executed by authorized representatives of both Parties. No waiver of any term or condition shall be effective unless in writing and signed by the Party granting the waiver. This Contract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

16.1 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the jurisdiction where the Site is located, without regard to choice of law principles.

16.2 Entire Agreement. This Contract, including the Statement of Work 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 and understandings, whether written or oral.

16.3 Severability. If any provision of this Contract is held invalid or unenforceable, the remainder of this Contract shall remain in full force and effect and such provision shall be reformed to the minimum extent necessary to make it enforceable.

17. MISCELLANEOUS

17.1 Subcontracting. The Contractor may subcontract portions of the Services provided that Contractor remains responsible for performance and compliance with this Contract. The Contractor shall not subcontract work to a subcontractor disqualified under applicable law.

17.2 Assignment. Neither Party may assign this Contract without the prior written consent of the other, except that either Party may assign to an affiliate or to a successor in interest in connection with a sale of substantially all of its assets or equity.

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