Quarry Services Agreement

QUARRY SERVICES AGREEMENT

This Quarry Services Agreement (the "Agreement") is entered into as of between Client Name: , with principal place of business at (hereinafter "Client"), and Contractor Name: , with principal place of business at (hereinafter "Contractor").

RECITALS

WHEREAS, Client requires extraction, crushing, processing, storage and delivery of quarried materials described herein for use in Client's construction and infrastructure projects; and

WHEREAS, Contractor operates a quarry and has the equipment, personnel, permits and expertise to perform the Services (as defined below) in compliance with all applicable environmental, health and safety laws and industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide quarrying, processing and delivery services to Client.

1. SCOPE OF WORK

1.1 Contractor shall provide all labor, equipment, materials, fuel, supervision, permits, testing and other items necessary to perform the quarrying services described in this Agreement (the "Services"), including but not limited to extraction, drilling/blasting where required, crushing, screening, stockpiling, loading and delivery of raw and processed aggregate as specified in the Work Order.

2. PERFORMANCE STANDARDS

Contractor shall perform the Services in a professional and workmanlike manner in accordance with industry standards, applicable permits, and all federal, state and local laws. Contractor shall maintain records of production, testing, and deliveries and shall provide copies to Client upon request.

3. PAYMENT TERMS

3.1 Contract Price: Client shall pay Contractor the sum of (the "Contract Price") for the Services, subject to adjustments for changes authorized in writing.

3.2 Payment Schedule: Contractor shall submit itemized invoices detailing material type, tonnage, unit price, haul charges and taxes. Client shall pay undisputed amounts within days of receipt of invoice. Invoices shall be accompanied by delivery tickets and test certificates where applicable.

3.3 Deposit/Advance: If a deposit is required, Client shall pay a deposit of prior to mobilization, refundable or credited as set forth in the Work Order.

3.4 Late Payment: Any undisputed late payment shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also reimburse Contractor for reasonable collection costs, including attorneys' fees, if payment is not made when due.

4. TERM AND TERMINATION

4.1 Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

4.2 Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Client shall pay for Services performed through the effective date of termination and any reasonable demobilization costs.

4.3 Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure within a commercially reasonable period not to exceed 15 days after written notice of breach.

5. CONFIDENTIALITY

5.1 Each party shall keep confidential all non-public information disclosed by the other party in connection with this Agreement, including pricing, production data, reserves estimates, test results and business terms ("Confidential Information"), and shall not use or disclose such information except as necessary to perform obligations under this Agreement or as required by law. Confidential Information does not include information that is or becomes public through no fault of the receiving party.

5.2 The receiving party shall take commercially reasonable measures to protect the confidentiality of the disclosing party's Confidential Information and shall ensure that its employees and subcontractors bound to perform the Services are subject to confidentiality obligations at least as protective as those set forth herein.

6. ENVIRONMENTAL, HEALTH AND SAFETY; PERMITS

Contractor shall comply with all applicable environmental, health and safety laws and regulations and shall obtain and maintain all permits necessary for the lawful performance of the Services. Contractor shall implement and maintain a site-specific safety plan. Contractor shall be responsible for remediation of contamination caused by Contractor's negligence.

7. INSURANCE AND INDEMNITY

7.1 Insurance: Contractor shall maintain commercial general liability insurance, automobile liability, and workers' compensation as required by law and industry standards. Contractor shall maintain, at minimum, commercial general liability coverage of per occurrence and shall provide certificates of insurance upon request.

7.2 Indemnity: Contractor shall indemnify, defend and hold harmless Client and its directors, officers and employees from and against all claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Contractor's performance of the Services, to the extent caused by Contractor's negligence or willful misconduct. Client shall similarly indemnify Contractor for claims arising from Client's negligence.

8. ACCEPTANCE AND TESTING

All materials delivered shall be subject to acceptance testing by Client or its designated testing laboratory. If materials fail to conform to the agreed gradation or specifications, Client may reject such materials and require replacement or price adjustment. Costs of re-testing shall be borne by the party whose materials failed to conform.

9. NOTICES

10. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties agree to attempt in good faith to resolve disputes amicably; if not resolved, disputes shall be resolved by binding arbitration administered in the governing state, unless otherwise mutually agreed in writing.

11. ENTIRE AGREEMENT

This Agreement, together with any Work Orders, schedules and exhibits expressly incorporated herein, 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. No amendment shall be effective unless in writing and signed by both parties.

12. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a sale of substantially all assets. Headings are for convenience only and shall not affect interpretation.

SIGNATURES

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