Decommissioning Project Document

DECOMMISSIONING PROJECT DOCUMENT

This Decommissioning Project Document (the Agreement) is entered into by and between:

Client Name:    Contractor Name:

Recitals

WHEREAS, Client owns or has operational control of the facility or assets described below and requires professional decommissioning, dismantling, removal and lawful disposition of systems, structures, equipment, and associated materials (the Project); and

WHEREAS, Contractor represents that it has the experience, personnel, equipment, and insurance necessary to perform the Project in accordance with applicable laws, environmental and safety standards, and industry practice; and

WHEREAS, the parties desire to set forth the responsibilities, scope, schedule, payment, and legal terms governing the decommissioning of the Project site described herein.

Project Identification

Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Decommissioning" means the controlled dismantling, removal, cleaning, remediation, and lawful disposal or transfer of systems, equipment and materials from the Project site; "Hazardous Materials" means materials identified by applicable law as hazardous, toxic, or regulated; "Final Acceptance" means Client's written acknowledgment that deliverables meet the Acceptance Criteria set forth in this Agreement.

Scope of Work

Contractor shall perform all services necessary to execute the decommissioning described below in accordance with lawful requirements, permits, and applicable industry standards.

Schedule

Work shall commence on:    and be substantially complete by:

Payment Terms

Any undisputed past-due amount shall accrue interest at percent per month (or the maximum lawful rate), in addition to reasonable collection costs.

Term and Termination

This Agreement shall commence upon signature and continue until the Project is completed and Final Acceptance is issued, unless earlier terminated as provided below.

Either party may terminate for convenience upon written notice delivered not less than days prior to the intended termination date. Termination for cause may occur upon material breach if such breach remains uncured for thirty (30) days after written notice specifying the breach.

Permits, Environmental Compliance, and Waste Disposal

Contractor shall obtain and maintain, at its expense, all permits required to perform the Work unless expressly designated as Client responsibility. Contractor shall handle, transport, store, and dispose of Hazardous Materials in compliance with applicable law and shall provide manifests and disposal receipts upon request.

Responsibility for permits and environmental reporting: Contractor Client

Health, Safety and Insurance

Contractor shall perform all Work in accordance with applicable health and safety laws and site-specific safety plans. Contractor shall maintain commercially reasonable insurance, including general liability, employer's liability, and environmental liability where applicable, and shall furnish certificates upon request.

Acceptance, Deliverables and Final Reporting

Final Acceptance shall be based on completion of the scope, removal of designated items, remediation of affected areas as specified, and delivery of final reports, manifests, and certifications. Acceptance Criteria are: completion of listed deliverables, no unpermitted hazardous residue, and submission of disposal documentation.

Change Orders

Any change to the Scope, schedule, or price must be documented in a written Change Order signed by authorized representatives of both parties. Contractor shall not proceed with work outside the written Scope without an executed Change Order.

Indemnification and Liability

Contractor shall indemnify, defend and hold Client harmless from and against claims, liabilities, losses, damages 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 breach of this Agreement. Neither party shall be liable for consequential or punitive damages except for liability arising from gross negligence or willful misconduct.

Confidentiality

Each party shall keep confidential all non-public information disclosed in connection with the Project and shall not disclose such information to third parties except to the extent necessary to perform obligations hereunder or as required by law. Confidential information does not include information that is publicly known or independently developed without use of confidential materials.

Records, Audit and Reporting

Contractor shall maintain complete project records, permits, waste manifests, testing results and invoices for a period of not less than five (5) years and shall permit Client or its authorized representative to audit such records during normal business hours upon reasonable notice.

Force Majeure

Neither party shall be liable for delays or failures in performance resulting from events beyond its reasonable control, including acts of God, strikes, civil unrest, or governmental actions, provided that the affected party gives prompt written notice and takes reasonable steps to mitigate the effects.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below. Any action to interpret or enforce this Agreement shall be brought in the courts of that jurisdiction.

Entire Agreement

This Agreement, including any referenced Exhibits and executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals, and understandings. Amendments must be in writing and signed by authorized representatives of both parties.

Notices

Representations and Warranties

Each party represents that it has full authority to enter into this Agreement and that the person signing on its behalf is authorized to bind the party. Contractor warrants that services will be performed in a professional manner consistent with industry standards; remedies for breach of warranty shall be limited to re-performance or, if re-performance is not timely, reasonable reduction in fees.

Execution

The parties, through their authorized representatives, have executed this Agreement as of the dates set forth below.

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