Decommissioning Plan

DECOMMISSIONING PLAN AND SERVICES AGREEMENT

This Decommissioning Plan and Services Agreement (the Agreement) is entered into effective as of by and between (Client) and .

WHEREAS

WHEREAS, Client owns or controls the facility, plant, equipment or site described in this Agreement (the Site) and requires professional services to dismantle, remove, remediate and otherwise decommission the Site in accordance with applicable law and industry standards; and

WHEREAS, Contractor represents that it possesses the technical expertise, personnel, equipment and insurance necessary to perform decommissioning activities and to manage environmental controls, waste handling and regulatory compliance; and

WHEREAS, the parties desire to set forth the scope, schedule, compensation and responsibilities for the decommissioning work and to memorialize confidentiality, indemnity and governing law provisions.

PROJECT IDENTIFICATION

SCOPE OF WORK

Contractor shall perform all decommissioning activities described below in a workmanlike manner, in compliance with applicable laws, permits and accepted industry practices. The Scope of Work shall include, at minimum, removal and safe disposition of equipment, hazardous materials remediation, site stabilization, final clean-up and certification activities.

SCHEDULE OF ACTIVITIES

PAYMENT TERMS

Client shall pay Contractor for services rendered as follows. All payments are due in U.S. dollars and exclusive of taxes unless otherwise stated.

TERM AND TERMINATION

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

Either party may terminate for cause if the other party fails to cure a material breach within the notice period. Termination by Client for convenience requires payment for work performed to the date of termination plus reasonable demobilization costs.

CONFIDENTIALITY

Each party shall maintain as confidential all non-public information received from the other party in connection with the decommissioning activities ("Confidential Information") and shall not use or disclose such information except to perform its obligations hereunder or as required by law. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, or that the receiving party can demonstrate it possessed prior to disclosure. Upon termination or request, the receiving party shall return or destroy Confidential Information and certify such action in writing.

ENVIRONMENTAL COMPLIANCE & WASTE HANDLING

Contractor shall comply with all applicable environmental laws and permit conditions. Contractor shall be responsible for the safe characterization, handling, transport and lawful disposal of hazardous and non-hazardous wastes generated by the decommissioning. Contractor shall furnish manifests, chain-of-custody records and final disposal receipts to Client as part of the final deliverables.

INSURANCE, INDEMNITY AND LIABILITY

Contractor shall maintain insurance customary for decommissioning work, including commercial general liability, automobile liability, workers' compensation and environmental liability where required. Contractor shall indemnify and hold harmless Client from claims arising out of Contractor's negligence, willful misconduct or breach of this Agreement, subject to the limitations and caps negotiated by the parties.

APPROVALS, CERTIFICATIONS AND FINAL REPORT

Upon completion, Contractor shall provide certification that the Site has been decommissioned in accordance with this Agreement, including records, test results, waste manifests and a final decommissioning report signed by an authorized representative and, where applicable, a certified professional.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, representations and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

ADDITIONAL TERMS

PARTY CONTACTS FOR NOTICES

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