PDX Operations Document

PDX Operations Document

This PDX Operations Document (the "Agreement") is made effective as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client requires operational, logistical, and administrative services relating to operations at PDX and desires to engage Provider to perform such services on the terms set forth herein; and

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to perform the services described in this Agreement and agrees to perform such services in a professional manner in accordance with the terms of this Agreement.

Scope of Work

Provider shall perform the operational services and deliverables as described below. The scope includes, without limitation, staffing coordination, on-site operational oversight, reporting, compliance monitoring, and coordination with third-party vendors necessary to support operations at PDX. Provider shall comply with any site-specific protocols provided in writing by Client and shall maintain appropriate records of activities.

Payment Terms

In consideration for Provider's performance, Client shall pay Provider the fees set forth below. All amounts are stated in U.S. dollars and are exclusive of any applicable taxes unless otherwise agreed in writing.

All invoices not paid within the agreed payment period shall accrue interest at the rate specified above and Client shall be responsible for all reasonable costs of collection, including attorneys' fees, whether or not a lawsuit is commenced. Provider may suspend performance if invoices remain unpaid more than days after receipt of invoice, provided Provider gives five (5) days' prior written notice.

Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver to Client all work product completed to the date of termination and Client shall pay Provider for all services performed and reimbursable expenses incurred up to the effective date of termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other 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 does not include information that is (a) already known to the receiving party without restriction, (b) becomes publicly known through no breach of this Agreement, (c) received from a third party without breach of an obligation of confidentiality, or (d) independently developed by the receiving party without use of Confidential Information.

Each party agrees to maintain the other's Confidential Information in strict confidence, to use it only to perform obligations under this Agreement, and not to disclose it to any third party except to employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement. The obligations of confidentiality shall survive for three (3) years following termination of this Agreement, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligent acts, omissions, or willful misconduct in performing its obligations under this Agreement. Neither party shall be liable to the other for consequential, incidental, special or punitive damages, except for liability arising out of gross negligence or willful misconduct.

Insurance

Provider shall maintain commercial general liability insurance, workers' compensation, and other policies reasonably appropriate for the services performed. Upon request, Provider will provide certificates of insurance evidencing coverages in commercially reasonable amounts.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail (return receipt requested), or overnight courier, and shall be effective upon receipt.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

Miscellaneous

This Agreement 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. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

Execution

The parties have caused this Agreement to be executed by their duly authorized representatives as of the dates set forth below.

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