Pile Extensions Test

PILE EXTENSIONS TEST

This General Business Agreement (the "Agreement") is entered into as of Effective Date: between Client Name: and Contractor Name: .

Parties and Project

WHEREAS

WHEREAS, Client requires specialized testing and verification services for pile extensions and related foundation work at the Project site to confirm compliance with applicable design specifications, load capacities and performance criteria; and

WHEREAS, Contractor represents that it possesses the necessary qualifications, equipment, personnel and licenses to perform pile extension testing, instrumentation, reporting and recommendations in accordance with industry standards and this Agreement; and

WHEREAS, the parties desire to set forth the terms, conditions, payment and confidentiality obligations for such testing services.

Scope of Work

Static load test Dynamic (high-strain) test Instrumentation and monitoring

The Contractor shall perform the tests described above, furnish all labor, materials, equipment, temporary supports, instrumentation and reports necessary to complete the services in a professional manner consistent with accepted industry standards. Contractor shall prepare a written test plan for Client review no later than and shall not commence testing until Client approves the plan in writing.

Payment Terms

All undisputed amounts not paid when due shall accrue interest at the rate specified above, calculated monthly and compounded monthly, or the maximum rate permitted by law, whichever is lower. Client shall pay reasonable collection costs, including attorneys' fees, for amounts not paid when due.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above following written notice. In addition, either party may terminate for convenience upon the notice period provided above, subject to payment for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all Confidential Information disclosed by the other party (the "Disclosing Party") and shall not disclose such information to third parties except as required by law or as necessary to perform the services. Confidential Information includes test results, reports, proprietary methods, and any non-public commercial 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 a reasonable standard of care.

Upon termination or expiration of this Agreement, Receiving Party shall promptly return or destroy Confidential Information of Disclosing Party and certify such return or destruction in writing upon request. Nothing in this Section restricts either party from using information that (i) is or becomes public other than by breach of this Agreement, (ii) is independently developed by the Receiving Party without access to Confidential Information, or (iii) is rightfully received from a third party without restriction.

Liability; Insurance; Indemnity

Contractor shall maintain commercially reasonable insurance, including general liability and workers' compensation coverage, in amounts sufficient to perform the services. Contractor shall indemnify and hold Client harmless from claims arising from Contractor's gross negligence or willful misconduct in performing the services; provided, however, that neither party shall be liable for indirect, consequential or incidental damages except for breaches of confidentiality or willful misconduct.

Governing Law

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

Entire Agreement; Miscellaneous

This Agreement, together with any exhibits, attachments and the approved test plan, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral. Amendments to this Agreement must be in writing and signed by authorized representatives of both parties. Contractor is an independent contractor and nothing herein creates a partnership or joint venture.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to execute any additional documents reasonably necessary to effectuate the intent of this Agreement.

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