Landclearing Resource Agreement

LANDCLEARING RESOURCE AGREEMENT

This Landclearing Resource Agreement (the Agreement) is entered into as of between:

Provider Name:

Landowner Name:

RECITALS

WHEREAS, Provider is in the business of providing labor, equipment, materials and related services for the clearing, grubbing, and disposal of vegetation, debris and other obstructions from land; and

WHEREAS, Landowner owns or controls the property described in Section 2 and desires to retain Provider to furnish specified resources and perform landclearing work under the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to allocate the responsibilities, payment terms and risk of loss associated with the landclearing activities;

1. SCOPE OF WORK

Provider shall supply labor, equipment, materials and supervision necessary to perform the landclearing activities described below on the property identified as:

Mobilization Start Date:   Estimated Completion Date:

Excavator    Bulldozer    Stump Grinder    Haul Trucks

2. PAYMENT TERMS

Contract Price (not including change orders): $

Retainage (if any):    Final Payment Trigger:

3. TERM AND TERMINATION

Term Commencement Date:   Term Expiration / Completion Date:

Either party may terminate this Agreement for material breach if such breach remains uncured 10 days after written notice. Landowner may also terminate for convenience upon providing the notice period set forth above; in such event Provider shall be entitled to payment for work performed, mobilization costs and demobilization costs reasonably incurred.

4. CONFIDENTIALITY

Each party shall maintain as confidential all non-public information and data obtained from the other party relating to pricing, business operations, technical methods, or other information reasonably understood to be confidential (Confidential Information). Confidential Information does not include information that: (a) is or becomes public other than through a breach of this Agreement; (b) was rightfully in the receiving party’s possession prior to disclosure; or (c) is rightfully obtained from a third party without restriction. The receiving party shall not disclose Confidential Information except to those employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations no less protective than this clause.

5. INDEMNIFICATION AND INSURANCE

Provider shall indemnify, defend and hold harmless Landowner from and against claims, liabilities, losses, damages and expenses arising out of Provider's negligent acts or omissions or willful misconduct in the performance of the work. Landowner shall indemnify Provider for claims arising from Landowner's negligence or breach of property access representations.

6. ENVIRONMENTAL COMPLIANCE & PERMITS

Provider shall perform all work in compliance with applicable environmental laws and regulations, including erosion and sediment control, protected species and wetland protections. Landowner is responsible for securing access rights and any property owner consents required; Provider shall assist with permit applications on a reasonable effort basis, and permit costs shall be allocated as set forth in the payment schedule.

7. CHANGE ORDERS

Any changes to the scope, price or schedule shall be made only by written change order signed by both parties. Provider shall not perform work beyond the agreed scope without an executed change order, and Provider shall notify Landowner in writing of any condition reasonably believed to be a changed condition prior to proceeding.

8. REPRESENTATIONS & WARRANTIES

Each party represents that it has the authority to enter into this Agreement and that performance will not violate any other agreement. Provider warrants that work will be performed in a workmanlike manner consistent with industry standards, and that any materials furnished will be of standard commercial quality.

9. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the State of . The parties agree to first attempt to resolve disputes by good faith negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in accordance with the arbitration rules mutually agreed by the parties.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including exhibits and executed change orders, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations and agreements, whether written or oral. This Agreement may be amended only by a written instrument signed by both parties.

11. MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect. No waiver of any breach shall constitute a waiver of any other breach. The parties agree that monetary damages may be inadequate to protect against a breach of confidentiality or proprietary rights and that injunctive relief may be appropriate.

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