Qualifications Document

QUALIFICATIONS DOCUMENT

Parties

This Qualifications Document (the "Document") is entered into by and between:

Recitals

WHEREAS, Client desires to evaluate the qualifications, experience, and capabilities of Contractor for the performance of services described in this Document; and

WHEREAS, Contractor represents that it possesses the professional qualifications, licenses, personnel, and resources necessary to perform such services in a competent and timely manner; and

WHEREAS, the parties desire to set forth the scope of work, payment terms, confidentiality obligations, and other terms governing the engagement that may proceed from the evaluation of these qualifications.

Qualifications

Contractor certifies the following core qualifications and agrees that the information provided below is accurate, complete, and current as of the date of signature.

Certifications (check all that apply):

ISO Compliant    Safety Program in Place    Other (describe below)

References

Provide up to three (3) recent project references for which Contractor performed similar work.

Scope of Work

The parties agree that any engagement proceeding from this Document will be governed by the following scope, which shall be further detailed in a separate statement of work, if executed.

Payment Terms

Compensation for services shall be as follows:

Term and Termination

This Document and any engagement resulting from it shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate for convenience by providing written notice to the other party at least days prior to the effective date of termination. Termination for cause may occur immediately upon written notice where the breaching party fails to cure a material breach within thirty (30) days of receipt of written notice specifying such breach.

Confidentiality

Each party acknowledges that it may receive Confidential Information from the other party. "Confidential Information" means non-public information disclosed in any form that a reasonable person would understand to be confidential. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to evaluate or perform the engagement; and (c) not disclose Confidential Information to third parties except to employees, consultants, or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that is (i) publicly known other than through the receiving party's breach; (ii) rightfully received from a third party without restriction; or (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Document for a period of from the date of termination, except with respect to trade secrets, which shall survive for as long as the information remains a trade secret under applicable law.

Representations; Compliance

Contractor represents and warrants that: (a) all information provided in this Document is true and complete; (b) Contractor maintains all licenses, permits, and approvals required to perform the services; and (c) Contractor will perform services in compliance with all applicable laws, regulations, and codes. Contractor shall maintain insurance in commercially reasonable amounts and provide evidence of such insurance upon Client's request.

Governing Law

This Document shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any disputes arising under or in connection with this Document shall be subject to the exclusive jurisdiction of the state and federal courts located within that state.

Entire Agreement

This Document constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, and agreements, whether written or oral. Any amendment or modification of this Document must be in writing and signed by authorized representatives of both parties.

Additional Provisions

If any provision of this Document is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality or intellectual property provisions and that equitable relief may be appropriate in addition to other remedies.

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