Miscellaneous Zone List

MISCELLANEOUS ZONE LIST

Effective Date: . This Miscellaneous Zone List Agreement (the Agreement) documents zones, restrictions and obligations associated with the Project and is entered into by and between the parties named above.

RECITALS

WHEREAS, Client requires delineation and management of specified geographic or operational zones (each a Zone) for the Project in order to govern permitted activities, access, and restrictions within those Zones;

WHEREAS, Service Provider has the skill, experience and resources necessary to compile, maintain and deliver a detailed Zone List and to perform any associated services described herein; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will prepare, maintain and update the Miscellaneous Zone List and related deliverables.

SCOPE OF WORK

Service Provider shall compile and deliver a Miscellaneous Zone List that identifies zones, boundaries, restrictions, effective dates and notes. The Zone List shall be delivered in the formats and update cadence set forth below and shall include site-specific descriptions sufficient for enforcement and operational use.

ZONE LIST

The following entries identify Zones to be managed under this Agreement. For each Zone, Service Provider shall document the Zone identifier, name, location or boundary description, restrictions, effective dates, and any applicable notes. Parties may add additional Zones by written amendment signed by both parties.

Effective From:    Effective To:

Effective From:    Effective To:

Effective From:    Effective To:

Effective From:    Effective To:

PAYMENT TERMS

Client shall pay Service Provider for the services performed under this Agreement in accordance with the following terms. All amounts are in U.S. dollars unless otherwise stated.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice describing the breach. Termination shall not relieve Client of its obligation to pay for Services performed prior to termination.

CONFIDENTIALITY

Each party shall protect Confidential Information of the other party using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care. Confidential Information includes non-public information relating to Zone boundaries, security measures, operational restrictions, and any information designated as confidential in writing. Confidential Information does not include information that is or becomes generally known to the public through no fault of the receiving party, or that is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall not disclose Confidential Information to any third party except to its employees, subcontractors, or consultants who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.

I certify that the Zone List and related materials supplied under this Agreement contain Confidential Information and are to be treated accordingly.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of: . The parties submit to the exclusive jurisdiction of the courts located within that jurisdiction for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any written appendices or amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether oral or written. No amendment will be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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