Project Materials Analysis Template

PROJECT MATERIALS ANALYSIS AGREEMENT

Parties

Recitals

WHEREAS, Client requires professional analysis and reporting of materials associated with the project identified as for purposes of specification verification, compliance assessment, and suitability determination; and

WHEREAS, Analyst is engaged in the business of materials analysis and has the technical expertise, personnel, and laboratory resources to perform the analysis described in this Agreement; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment, confidentiality, and other terms governing the services to be provided.

Agreement Effective Date

Effective Date: . The Analyst shall commence work in accordance with the schedule set forth in this Agreement.

Scope of Work

Analyst shall perform materials analysis services as described below and in any attached statements of work. Services shall include sampling, laboratory testing, composition analysis, reporting, and recommendations as required for the Project.

Materials Inventory (Itemized)

List known materials to be analyzed. Add additional rows as necessary.

Payment Terms

Client shall pay Analyst the fees set forth below in consideration for the services and deliverables.

Late Fee: Client shall pay interest on overdue amounts at a rate of % per month or the maximum rate permitted by law, whichever is lower. Fees not disputed in writing within fourteen (14) days of invoice are payable in full.

Term and Termination

Term: This Agreement shall commence on and continue until unless earlier terminated in accordance with this section.

Termination: Either party may terminate this Agreement for material breach if the breach remains uncured for a period of days after written notice. Either party may terminate for convenience upon written notice of days, subject to payment for services performed through the effective termination date.

Confidentiality

Each party acknowledges that, in connection with this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information.

The receiving party shall (i) hold Confidential Information in confidence with at least the same degree of care it uses for its own confidential information but not less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information except to employees, contractors, or professional advisers who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality Period: Confidential Information shall remain confidential for a period of from disclosure unless otherwise required by law. Exclusions to confidentiality include information that is or becomes publicly known through no breach by the receiving party, is rightfully received from a third party without restriction, or is independently developed without reference to the Confidential Information.

Warranties; Liability

Analyst warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING, ANALYST MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID TO ANALYST BY CLIENT UNDER THIS AGREEMENT FOR THE APPLICABLE SERVICES, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved within thirty (30) days, disputes shall be resolved by binding arbitration under the rules of the chosen arbitral forum agreed by the parties.

Entire Agreement; Amendments

This Agreement, including all attachments and statements of work executed under it, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Acceptance Criteria

Miscellaneous Provisions

Notices required under this Agreement shall be in writing and delivered to the addresses specified above. If any provision is held invalid or unenforceable, remaining provisions shall remain in full force. Neither party shall assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.

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