Environmental Wastewater Proposal

ENVIRONMENTAL WASTEWATER PROPOSAL

This Environmental Wastewater Proposal (the "Proposal") is made effective as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Contractor represents that it is duly qualified and experienced to provide environmental wastewater assessment, treatment design, and implementation services; and

WHEREAS, Client seeks to engage Contractor to evaluate, design, permit (if applicable), and/or construct wastewater treatment or remediation measures at the Client's facility located at (the "Site"); and

WHEREAS, the parties desire to set forth the scope, deliverables, schedule, compensation and other terms upon which Contractor will provide such services.

Scope of Work

Contractor shall perform the services described below (the "Services"). The Services shall include all labor, supervision, equipment, materials, testing, reports and related tasks necessary to complete the Work in accordance with industry standards and applicable environmental regulations.

Standard deliverables include (as applicable): technical memorandum of findings, preliminary design, final design drawings and specifications, permit application support, construction oversight, startup and commissioning reports, and operation & maintenance recommendations.

Payment Terms

Client shall pay Contractor for the Services as follows. All amounts are in United States dollars unless otherwise agreed in writing.

Unless otherwise specified, payments are due within days of invoice. Invoices shall itemize labor, materials, subcontracts, and reimbursable expenses.

Client shall pay Contractor's reasonable costs of collection, including attorneys' fees, for unpaid amounts not contested in good faith within the payment period.

Term and Termination

The term of this Proposal commences on and shall continue until completion of the Services or until , unless earlier terminated as provided herein.

Either party may terminate this Proposal for convenience upon written notice to the other party at least days prior to termination. Either party may terminate immediately for material breach if the breach is not cured within a commercially reasonable period following written notice.

Upon termination Client shall pay Contractor for Services performed and approved expenses incurred through the effective date of termination, together with demobilization costs reasonably incurred.

Confidentiality

Each party shall treat as confidential all non-public information received from the other party that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Proposal; (ii) was lawfully in the receiving party's possession prior to disclosure by the disclosing party; or (iii) is independently developed without use of the disclosing party's Confidential Information. Receiving party shall use Confidential Information only to perform its obligations under this Proposal and shall not disclose such information except to its employees, consultants or subcontractors who have a need to know and are bound by similar confidentiality obligations.

Insurance, Indemnity and Compliance

Contractor shall maintain insurance customary for environmental services, including commercial general liability, automobile, workers' compensation and professional liability coverage where applicable. Contractor agrees to comply with applicable environmental laws and regulations during performance of the Services. Contractor shall defend, indemnify and hold Client harmless from third-party claims arising from Contractor's negligence or willful misconduct in performing the Services, except to the extent such claims result from Client's negligence or breach.

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. Venue for any litigation shall be in the courts located within that state.

Entire Agreement

This Proposal, together with any attachments, exhibits and approved change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No modification of this Proposal shall be effective unless executed in writing by authorized representatives of both parties.

Optional Services and Client Approvals

The following optional services may be provided at Client's election. Check any services to be included and provide any required specifications or limits in the comments field.

Sampling & Laboratory Analysis Permitting Support Construction Oversight

Change Orders

Any changes to the Scope of Work or compensation must be documented in a written change order signed by authorized representatives of both parties. Contractor shall not proceed with work beyond the agreed Scope until a change order has been executed, except in emergency circumstances to protect health, safety or the environment, in which case Contractor shall notify Client promptly and submit a change order for approval.

Acknowledgement and Acceptance

By signing below, Client accepts this Proposal and authorizes Contractor to proceed with the Services in accordance with the terms and conditions set forth herein. This acceptance constitutes a binding agreement between the parties.

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