Environmental Impact Assessment

ENVIRONMENTAL IMPACT ASSESSMENT AGREEMENT

RECITALS

This Environmental Impact Assessment Agreement (the Agreement) is entered into by the parties identified below for the purpose of performing an environmental impact assessment and related services for the project described herein.

WHEREAS, Client Name: desires to obtain professional environmental assessment services for the Project described below; and

WHEREAS, Consultant Name: is qualified to perform environmental impact assessments and agrees to provide such services under the terms and conditions set forth in this Agreement.

WHEREAS, Project Title: located at Site Address: is the subject of the assessment.

SCOPE OF WORK

Consultant shall perform the Environmental Impact Assessment (EIA) services described below. The Scope of Work shall include, at minimum, the tasks, methodologies, surveys, deliverables, and schedule necessary to assess potential environmental impacts of the Project and to propose mitigation and monitoring measures, as set forth in this Agreement and the attached exhibits.

Initial Study    Full Environmental Impact Assessment    Supplemental Study / Addendum

PROJECT DESCRIPTION

METHODOLOGY AND STANDARDS

Consultant shall perform all work in accordance with generally accepted professional standards for environmental assessments, including appropriate field surveys, baseline studies, sampling methodologies, chain-of-custody procedures where applicable, and written technical reporting. Consultant's work shall comply with applicable environmental laws, regulations, and guidance.

PAYMENT TERMS

Client shall pay Consultant for services performed under this Agreement in accordance with the following payment terms.

Amounts not paid within days of invoice shall incur a late fee of per month on the outstanding balance, calculated monthly.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until Completion Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if the breach remains uncured for days after written notice specifying the breach.

Upon termination, Client shall pay Consultant for all services performed and reimbursable expenses incurred through the effective date of termination, together with reasonable wind-up costs.

CONFIDENTIALITY

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. The recipient shall hold Confidential Information in confidence and shall not disclose it to third parties except as required by law, regulation, or court order, or to its professional advisors under confidentiality obligations. Confidential Information does not include information that is (a) publicly known at the time of disclosure; (b) becomes publicly known through no unlawful act of the recipient; (c) independently developed by recipient without use of Confidential Information; or (d) rightfully obtained from a third party without restriction.

INSURANCE, INDEMNITY AND LIMITATION OF LIABILITY

Consultant shall maintain professional liability insurance, commercial general liability insurance, and workers' compensation in amounts customary for the industry and sufficient to cover Consultant's obligations under this Agreement. Minimum commercial general liability limits shall be $ per occurrence.

Consultant shall indemnify, defend, and hold harmless Client and its officers, employees and agents from and against all claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of Consultant's negligent acts, errors or omissions in the performance of the services under this Agreement, except to the extent caused by Client's negligence or willful misconduct.

Except for claims arising from Consultant's gross negligence or willful misconduct, the total liability of Consultant to Client for any claim arising under this Agreement shall not exceed the total amount paid to Consultant under this Agreement.

PERMITS AND COOPERATION

Client is responsible for obtaining and paying for permits, land access, and any third-party fees required to conduct fieldwork, unless otherwise agreed in writing. Consultant shall cooperate with Client in preparing permit applications and reasonable coordination with regulatory agencies, provided that such services are included in the Scope of Work or are agreed as additional services.

MONITORING AND MITIGATION

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles.

ENTIRE AGREEMENT

This Agreement, together with any attached exhibits and scopes of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements and understandings. Any amendment or modification shall be in writing and signed by both parties.

NOTICES

CERTIFICATION

Consultant certifies that the professional services rendered under this Agreement shall be performed by qualified personnel and that any technical reports prepared pursuant to this Agreement will be accurate and based on the consultant's professional judgment, using the methods and procedures described herein. Consultant further certifies that it has no undisclosed conflicts of interest that would impair its independent professional judgment regarding the Project.

ADDITIONAL PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Consultant may assign receivables to a financing institution without such consent.

Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

Relationship of Parties: Consultant is an independent contractor and not an employee or agent of Client. Consultant has no authority to bind Client except as expressly set forth in this Agreement.

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