Environmental Erosion Solutions

GENERAL BUSINESS AGREEMENT

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between:

Contractor Name: Environmental Erosion Solutions
Contractor Address:

Client Name: Client Address:

Recitals

WHEREAS, Contractor is engaged in the business of providing site stabilization, erosion control, sediment management and related environmental construction services; and

WHEREAS, Client desires to retain Contractor to perform certain erosion control and environmental remediation services at the Project Site described below, and Contractor is willing to perform such services under the terms and conditions set forth herein.

WHEREAS, the parties intend for this Agreement to set forth the parties' entire understanding regarding the Scope of Work, compensation, schedules, confidentiality and risk allocation.

Project Site and Scope

Project Site Address:

Deliverables shall include, at minimum: (a) an initial site assessment and written report; (b) installation of erosion control measures and temporary stabilization; (c) permanent revegetation or hard stabilization as specified; and (d) a final site verification report certifying completion in accordance with accepted standards.

Payment Terms

Contract Price (Total): $.

Payment Schedule: Client shall pay Contractor as follows:

Invoicing and Due Date: Contractor will submit invoices upon completion of each milestone. Amounts invoiced are due within days of invoice date. Payments shall be made to Contractor at the address above or other remittance instructions provided in writing.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law. Client is responsible for reasonable costs of collection, including attorneys' fees.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall terminate on End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. In that event, Contractor shall be paid for all Work performed and reasonable demobilization costs incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that in connection with the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial or other proprietary information disclosed in connection with this Agreement, whether oral, written or electronic.

The receiving party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors or professional advisors with a need to know who are bound by confidentiality obligations no less restrictive than those set forth herein.

Confidential Information shall not include information that is or becomes publicly available other than by breach of this Agreement, was already in the receiving party's lawful possession prior to disclosure, or is rightfully obtained from a third party without restriction. If disclosure is compelled by law or court order, the receiving party shall provide prompt notice to the disclosing party to allow for protective measures.

Insurance, Warranties and Compliance

Insurance: Contractor shall maintain at its expense commercial general liability insurance and workers' compensation insurance with limits customary for the industry and shall provide certificates upon request. The parties agree that insurance is primary and does not limit Contractor's indemnification obligations.

Warranties: Contractor warrants that services will be performed in a professional manner consistent with industry standards. Except as expressly set forth herein, Contractor disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.

Compliance: Contractor shall perform the Work in compliance with all applicable federal, state and local laws, codes and regulations and shall obtain any permits required for performance of the Work unless otherwise agreed in writing.

Indemnification

Contractor shall indemnify, defend and hold Client harmless from and against any third-party claims, liabilities, losses or damages to the extent caused by Contractor's negligence or willful misconduct in performing the Work. Client shall indemnify, defend and hold Contractor harmless from and against claims arising from Client's negligence, breach of this Agreement, or Client-supplied design or materials.

Change Orders

Any changes to the Scope of Work, schedule, or compensation shall be documented in a written change order signed by both parties. Contractor shall not be required to perform work beyond the agreed Scope of Work without an executed change order.

Notices

Governing Law; Entire Agreement

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

Entire Agreement: This Agreement (including all exhibits and signed change orders) constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior negotiations, representations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Contractor may assign receivables to financial institutions.

Severability: If any provision of this Agreement is held invalid or unenforceable, such provision will be struck and the remaining provisions shall remain in full force and effect.

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