Emergency Response Directive

EMERGENCY RESPONSE DIRECTIVE

Issuing Authority:

Recipient Organization:

RECITALS

WHEREAS, the Issuing Authority has determined that an emergency condition exists or may imminently arise relating to: , and immediate action is necessary to protect life, property, or critical infrastructure;

WHEREAS, the Recipient Organization possesses personnel, equipment, or specialized capabilities necessary to respond effectively to the identified emergency conditions; and

WHEREAS, the parties desire to establish the authority, scope, compensation, and responsibilities for an expedited emergency response in accordance with this Directive effective as of .

AUTHORITY AND ACTIVATION

Authority to activate this Directive is vested in the Issuing Authority. Activation occurs upon written or electronic notice to the Recipient Organization stating the specific activation conditions and operational objectives. Activation may be based upon any of the following triggers (check all that apply) and such triggers constitute reasonable grounds for mobilization:

Natural disaster (flood, earthquake, hurricane) Hazardous material release Security incident Other

If Other is selected, describe activation condition:

SCOPE OF WORK

The Recipient Organization shall perform the following activities in response to the activated emergency, in accordance with the objectives set by the Issuing Authority. The Recipient Organization is responsible for task execution, personnel supervision, equipment operation, and safety compliance as required by the Issuing Authority and applicable law.

ROLES, NOTIFICATION, AND REPORTING

The Recipient Organization shall acknowledge activation and provide initial situation report within hours of receipt of notice.

PAYMENT TERMS

Compensation for services rendered under this Directive shall be as follows:

Late payment shall incur interest at the rate of on outstanding amounts, compounded monthly, plus reasonable collection costs.

TERM AND TERMINATION

This Directive shall commence on Start Date: and continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Directive for material breach upon written notice if the breach remains uncured for days following receipt of notice. The Issuing Authority may terminate for convenience upon hours written notice, subject to payment for reasonable costs incurred through the effective date of termination.

CONFIDENTIALITY

The parties acknowledge that in performing under this Directive, Confidential Information may be disclosed. Confidential Information means non-public information disclosed in connection with the response that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Directive; and (c) restrict disclosure to employees, contractors, or agents with a need to know who are bound to maintain confidentiality. Confidential Information shall not include information that is or becomes publicly known without breach of this Directive or is lawfully acquired from a third party without restriction.

LIABILITY, INDEMNIFICATION, AND INSURANCE

Each party shall be responsible for loss or damage caused by its negligence or willful misconduct. The Recipient Organization shall indemnify, defend and hold harmless the Issuing Authority from and against all third-party claims, liabilities, losses, and expenses arising out of the Recipient Organization’s performance, except to the extent caused by the Issuing Authority’s gross negligence or willful misconduct.

The Recipient Organization shall maintain insurance customary for its industry and appropriate for the risks under this Directive and shall, upon request, provide certificates evidencing such coverage.

SAFETY AND COMPLIANCE

The Recipient Organization shall conduct operations in accordance with all applicable laws, regulations, and industry standards. Personnel shall use required personal protective equipment and adhere to site-specific safety plans. Any violation presenting an imminent hazard shall be reported immediately to the Issuing Authority; the Issuing Authority may suspend operations until such hazards are corrected.

GOVERNING LAW; DISPUTE RESOLUTION

This Directive shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly through designated representatives prior to initiating formal dispute resolution.

ENTIRE AGREEMENT

This Directive, together with any attachments or written exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

MISCELLANEOUS PROVISIONS

No amendment to this Directive shall be effective unless made in writing and signed by authorized representatives of both parties. Failure to exercise any right shall not constitute a waiver. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

Sign Now