Portage Pad Document

PORTAGE PAD DOCUMENT

This Portage Pad Agreement (the Agreement) is made effective as of Effective Date: between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires the supply, installation, maintenance and potential removal of a temporary or permanent portage pad and related services for the safe transfer and staging of cargo, equipment and materials (Portage Pad Services); and

WHEREAS, Provider represents that it is duly qualified and experienced to perform the Portage Pad Services described in this Agreement and will perform in accordance with accepted industry standards and applicable safety regulations; and

WHEREAS, the parties desire to set forth their respective responsibilities, compensation and other terms relating to the Portage Pad Services.

SCOPE OF WORK

Provider shall furnish all labor, materials, equipment and supervision required to supply, deliver, position, secure, test, inspect, maintain and, if agreed, remove the Portage Pad and any ancillary equipment at the Project Location identified below. Provider shall perform the work in a good and workmanlike manner consistent with industry practice.

PAYMENT TERMS

Client shall pay Provider for the services described in this Agreement in accordance with the following terms.

Interest of per month (or the maximum lawful rate if lower) on overdue amounts, with a minimum late charge of assessed for each late invoice.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice, or immediately for breaches that create an imminent risk to safety or property.

Upon termination or expiration, Provider shall be entitled to payment for all services performed and reasonable demobilization costs incurred prior to termination, subject to offsets for damages or corrective obligations arising from Provider’s failure to perform.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information. Confidential Information does not include information that is (a) already known to the recipient without restriction at the time of disclosure; (b) publicly known through no fault of the recipient; (c) rightfully received from a third party without restriction; or (d) independently developed by the recipient.

Each party shall hold Confidential Information in strict confidence, shall not disclose it to third parties except to employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and shall use Confidential Information solely to perform obligations under this Agreement. The obligations of confidentiality survive termination for a period of three (3) years, except for trade secrets, for which the duty of nondisclosure continues as long as the information remains a trade secret under applicable law.

INSURANCE AND SAFETY (SUMMARY)

Provider shall maintain insurance customary for the work, including commercial general liability, workers' compensation and automobile liability insurance, and shall comply with all applicable safety laws and industry standards. Provider shall furnish certificates of insurance upon Client's reasonable request. Nothing in this Agreement limits Provider’s liability for gross negligence 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 conflict of law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, representations or agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a sale of substantially all its assets.

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