Hazardous Materials Removal Agreement

HAZARDOUS MATERIALS REMOVAL AGREEMENT

This Hazardous Materials Removal Agreement (the Agreement) is made effective as of , by and between:

Client Name:

and

Contractor Name:

WHEREAS

WHEREAS, Client desires to have hazardous materials and regulated wastes removed, transported, and disposed of at the property located at (the Property);

WHEREAS, Contractor represents that it possesses the necessary licenses, training, equipment and insurance to handle, remove, transport and dispose of hazardous materials in accordance with Applicable Law;

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform removal services for Client.

SCOPE OF WORK

Contractor shall perform the Work in a diligent, workmanlike manner consistent with industry standards for hazardous materials handling and shall comply with all Applicable Law, including obtaining and maintaining any permits and notifications required for performance of the Work. Contractor shall prepare and maintain manifests, chain-of-custody records, sampling logs, and final disposition documentation, and shall provide such documentation to Client upon request.

PAYMENT TERMS

Invoices are due within days of invoice. Overdue amounts shall accrue interest at a rate of % per month (or the maximum permitted by Applicable Law), plus any costs of collection.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until completion of the Work or until , unless earlier terminated as provided herein.

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 is not cured within a reasonable time after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Work performed and reasonable demobilization costs incurred prior to termination.

CONFIDENTIALITY

Each party shall maintain in confidence all information disclosed by the other party that is designated confidential or that should reasonably be considered confidential given its nature. Confidential information shall not include information that is or becomes publicly known through no breach of this Agreement, or that is rightfully received from a third party without restriction. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets, which shall remain confidential for as long as such status is maintained.

COMPLIANCE; PERMITS; NOTIFICATIONS

Contractor shall comply with all Applicable Law relating to hazardous materials, transportation and disposal, and shall obtain and maintain all permits, licenses and notifications necessary to perform the Work. Contractor shall promptly notify Client of any regulatory inquiries, notices, citations, or releases related to the Work.

INSURANCE; INDEMNITY

Contractor shall maintain insurance customary for hazardous materials contractors, including commercial general liability, automobile liability, workers' compensation, and pollution liability in amounts reasonable for the size and scope of the Work. Contractor shall provide certificates of insurance to Client upon request.

Contractor shall indemnify, defend and hold harmless Client and its officers, employees and agents from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Contractor's breach of this Agreement, Contractor's negligence, willful misconduct, or failure to comply with Applicable Law in connection with the performance of the Work. This indemnification shall survive termination of this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from Contractor's gross negligence or willful misconduct, or for Contractor's indemnity obligations, neither party shall be liable to the other for consequential, incidental, punitive, or special damages. Contractor's aggregate liability under this Agreement shall not exceed the total fees paid to Contractor for the Work performed under this Agreement, except where prohibited by Applicable Law.

REMEDIATION; SITE RESTORATION

Upon completion of removal, Contractor shall conduct reasonable decontamination and site restoration as required in the Scope of Work and shall provide final analysis or clearance documentation if required by the parties or Applicable Law. Any further remediation beyond the agreed Scope of Work shall be subject to a change order and additional compensation.

GOVERNING LAW; ENTIRE AGREEMENT

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.

This Agreement, including all exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party designates in writing.

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