Permit Service Contract

PERMIT SERVICE CONTRACT

This Permit Service Contract (the "Contract") is entered into as of by and between:

RECITALS

WHEREAS, Client requires professional services to prepare, submit and manage applications, supporting documentation, and interactions with public authorities for permits related to the project described below; and

WHEREAS, Service Provider is engaged in the business of providing permitting services and possesses the experience, knowledge and staff necessary to perform such services in accordance with applicable laws, regulations and customary professional standards; and

WHEREAS, the parties desire to set forth their respective responsibilities, fees and terms under which Service Provider will perform permit services for Client.

1. SCOPE OF WORK

Service Provider will perform the permit-related services described below. Service Provider's obligations are limited to the services expressly set forth in this Section unless otherwise agreed in writing.

2. PAYMENT TERMS

Client shall pay Service Provider as set forth in this Section. Payments are due in accordance with invoices submitted by Service Provider and in the amounts described below.

Late payments shall accrue interest at the lesser of the rate specified below or the maximum rate permitted by law.

Client shall reimburse Service Provider for third-party costs and governmental filing fees paid on Client's behalf. Such costs will be itemized on invoices and are due in accordance with the payment schedule above.

3. TERM AND TERMINATION

This Contract commences on and, unless earlier terminated in accordance with this Section, will continue until .

Either party may terminate this Contract for convenience upon written notice to the other party given no fewer than prior to the effective date of termination.

If Client terminates for convenience, Client shall pay Service Provider for all services performed and costs incurred through the effective date of termination, including any non‑refundable third‑party fees. If Service Provider terminates for material breach by Client, Service Provider may suspend services until breach is cured and shall be entitled to recover fees for services performed and costs incurred.

4. CONFIDENTIALITY

Each party acknowledges that in the course of performing under this Contract it may receive Confidential Information of the other party. "Confidential Information" means non-public information identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to (a) use Confidential Information solely for the performance of this Contract; (b) restrict disclosure to those employees, agents or consultants with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise reasonable care to prevent unauthorized disclosure. Confidential Information does not include information that is (i) publicly known through no breach of this Contract, (ii) rightfully received from a third party without restriction, or (iii) independently developed without use of the other party's Confidential Information.

5. INDEMNIFICATION; LIMITATION OF LIABILITY

Client shall indemnify, defend and hold harmless Service Provider and its officers, employees and agents from and against any third-party claims, liabilities, losses or expenses arising out of Client's breach of this Contract, Client-provided information, or Client's failure to obtain required approvals. Service Provider shall indemnify Client against claims arising from Service Provider's gross negligence or willful misconduct in performing the services.

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS CONTRACT SHALL EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS CONTRACT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

6. CHANGES; ADDITIONAL SERVICES

Client may request changes to the Scope of Work. Service Provider shall notify Client of any adjustment in fees or schedule necessitated by such changes. No change shall be binding unless agreed in writing by authorized representatives of both parties.

7. GOVERNING LAW

This Contract 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 submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising under this Contract.

8. ENTIRE AGREEMENT; AMENDMENT

This Contract, including all schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, oral or written. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

If any provision of this Contract is held unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Contract creates a partnership, joint venture or employment relationship. Neither party may assign this Contract without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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