Miscellaneous Amended RAR Form

MISCELLANEOUS AMENDED RAR FORM

This Miscellaneous Amended RAR Form (the "Agreement") is entered into as of by and between the parties identified below.

Parties

WHEREAS

WHEREAS, the parties previously entered into a Remedial Action Report and related services agreement dated (the "Original RAR");

WHEREAS, the parties wish to amend certain provisions of the Original RAR to reflect changed circumstances, updated scope and compensation, and to document agreed modifications in a manner consistent with the Original RAR's amendment procedures; and

WHEREAS, this Agreement memorializes the amendments described herein and shall operate as an integral amendment to the Original RAR upon the Effective Date set forth above.

Scope of Work

Payment Terms

Total Consideration: $ . Payment shall be made in accordance with the following schedule and conditions:

Invoice Due Date: . Payments not received within days of the invoice due date shall accrue a late fee of per month on the outstanding balance, or the maximum amount permitted by law, whichever is less.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate for cause upon material breach by the other party if such breach is not cured within thirty (30) days following written notice specifying the breach.

Confidentiality

Each party shall maintain in confidence all non-public information received from the other party that is designated as 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 shall not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure by the disclosing party; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the receiving party without reference to Confidential Information.

The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information may be disclosed only to those employees, agents, contractors or professional advisors who have a need to know and who are bound to protect such information consistent with this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles. Any dispute arising under this Agreement shall be resolved in accordance with the dispute resolution provisions of the Original RAR, or, if none exists, in the state or federal courts located within the governing state.

Entire Agreement; Amendment

This Agreement, together with the Original RAR as amended hereby, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations hereunder.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that, to the maximum extent permitted by law, carries out the original intent of the parties.

Amendment Effective Date

This Amendment shall be effective as of:

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