Professional Onshore Services Contract

PROFESSIONAL ONSHORE SERVICES CONTRACT

This Professional Onshore Services Contract (the "Agreement") is made as of Effective Date: by and between Service Provider: with principal place of business at , and Client: with principal place of business at .

RECITALS

WHEREAS, Service Provider has expertise in providing onshore professional services including personnel, project management, and technical support necessary for Client's onshore operations; and

WHEREAS, Client desires to engage Service Provider to perform the services described herein at onshore locations identified by Client, subject to the terms and conditions of this Agreement; and

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to the performance, fees, scheduling, compliance, and risk allocation for such services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, capitalized terms have the meanings set forth below:

"Services" means the professional onshore services to be performed by Service Provider as described in Section 2 and in the Scope of Services. "Work Product" means all deliverables, reports, documentation, and other materials created or developed by Service Provider in connection with the performance of the Services.

2. SCOPE OF SERVICES

Service Provider shall perform the Services described in the Scope of Services below and shall provide qualified personnel, supervision, equipment, and materials necessary to perform such Services in a professional and workmanlike manner consistent with industry standards.

3. TERM

This Agreement shall commence on Commencement Date: and shall continue in effect until Completion Date: unless earlier terminated in accordance with Section 12.

4. FEES, INVOICING AND PAYMENT

Client shall pay Service Provider for Services performed at the rates and on the schedule set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Invoices shall be submitted by Service Provider to Client monthly unless otherwise agreed. Payment is due within days of Client's receipt of a proper invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. EXPENSES

Client shall reimburse reasonable and pre-approved travel, lodging, subsistence, and other out-of-pocket expenses incurred by Service Provider in connection with performance of the Services. Reimbursable expenses shall be invoiced with supporting receipts.

6. PERSONNEL; SAFETY; SITE ACCESS

Service Provider shall ensure that all personnel assigned to perform Services possess requisite qualifications and comply with Client's site rules, safety policies, and any applicable regulatory requirements. Client shall provide reasonable site access, permits, and safety briefings. Service Provider shall be responsible for ensuring personnel wear required personal protective equipment and maintain certifications necessary for onshore work.

7. CONFIDENTIALITY

Each party acknowledges that during performance it may receive Confidential Information of the other. "Confidential Information" means non-public business, technical or financial information disclosed in connection with this Agreement. Receiving party shall (a) use Confidential Information only for the performance or enforcement of this Agreement, (b) protect it with at least the same degree of care as its own confidential information, and (c) not disclose it except to those employees, contractors or affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available without breach, is rightfully received from a third party, is independently developed, or required to be disclosed by law subject to notice to disclosing party where permitted.

8. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, perpetual, worldwide, royalty-free license to use Work Product delivered under this Agreement for Client's internal business purposes. Service Provider retains ownership of its pre-existing intellectual property and tools. To the extent Service Provider creates custom Work Product specifically for Client, Service Provider hereby assigns such Work Product to Client upon full payment, provided that Service Provider may retain copies for archival legal purposes subject to confidentiality obligations.

9. WARRANTIES; DISCLAIMER

Service Provider represents and warrants that (a) it has the authority to enter into this Agreement, (b) Services will be performed in a professional and workmanlike manner in accordance with industry standards, and (c) Services will comply with applicable laws and regulatory requirements. EXCEPT FOR THE FOREGOING EXPRESS WARRANTIES, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of: (a) Indemnifying Party's breach of its representations, warranties or obligations under this Agreement; (b) negligence or willful misconduct of the Indemnifying Party or its personnel; or (c) infringement of a third-party intellectual property right by the Indemnifying Party's Work Product, provided that the Indemnified Party gives prompt notice and reasonable cooperation in the defense.

11. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable to the other for incidental, consequential, special, punitive or exemplary damages, and each party's aggregate liability for direct damages shall not exceed the total fees paid or payable by Client to Service Provider under this Agreement during the twelve (12) months prior to the event giving rise to the claim.

12. TERMINATION

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days after written notice. Client may terminate for convenience upon thirty (30) days' prior written notice to Service Provider, in which case Client shall pay for Services performed and expenses reasonably incurred through the effective date of termination. Upon termination, Service Provider shall deliver all Work Product completed to date and shall invoice Client for outstanding fees and reimbursable expenses.

13. INSURANCE

Service Provider shall maintain, at its expense, commercial general liability, professional liability (as applicable), employer's liability and workers' compensation insurance in amounts customary for the industry and sufficient to cover its obligations under this Agreement. Upon request, Service Provider shall provide certificates evidencing such insurance.

14. COMPLIANCE WITH LAW; PERMITS

Each party shall comply with all applicable laws, regulations, and permits in performing its obligations. Service Provider shall obtain and maintain all permits, licenses and approvals necessary for the performance of the Services unless otherwise agreed in writing.

15. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth below or such other address as a party may designate by notice to the other.

16. AMENDMENTS; WAIVER

No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right will operate as a waiver of that right.

17. ASSIGNMENT

Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Client may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets provided the assignee assumes Client's obligations hereunder.

18. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. The parties shall first attempt in good faith to resolve disputes by negotiation between senior executives. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration administered in the specified jurisdiction in accordance with the rules agreed by the parties. The parties may seek injunctive or other equitable relief in any court of competent jurisdiction to protect their Confidential Information or intellectual property rights.

Governing Law State:

19. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any exhibits and statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is found to be unenforceable, that provision will be severed and the remainder of the Agreement will remain in full force and effect.

20. COUNTERPARTS

This Agreement may be executed in counterparts, each of which when executed shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures.

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