Rail Red Zone Protection Plan

Rail Red Zone Protection Plan

Parties

Service Provider:    Entity Type: Corporation LLC Individual

Client Name:    Entity Type: Corporation LLC Individual

Project Location:

Recitals

WHEREAS, Service Provider is engaged in the business of developing, implementing and maintaining rail corridor safety and restricted access procedures, including Red Zone protection plans, traffic control, training, and monitoring; and

WHEREAS, Client requires the design and implementation of a Rail Red Zone Protection Plan to protect personnel, equipment and the public during operations within designated rail right-of-way areas at the Project Location; and

WHEREAS, the parties desire to set forth the terms and responsibilities by which Service Provider will prepare, implement and, where applicable, monitor the Rail Red Zone Protection Plan for the Project Location.

Scope of Work

The services shall include development of a written Rail Red Zone Protection Plan, delineation of Red Zone boundaries, equipment and personnel access controls, traffic management, pre-shift briefings, emergency response procedures, documentation and reporting protocols, requisite training for on-site personnel, and on-site monitoring for the duration specified in this Agreement.

Payment Terms

Service Provider shall invoice Client in accordance with the payment schedule above. Unless otherwise stated, all invoices are due net 30 days from invoice date. Past due amounts shall bear interest at a rate of , or the maximum rate permitted by law, whichever is lower. Client shall be responsible for reasonable collection costs and attorneys' fees for overdue payments.

Term and Termination

Effective Date:    Term End Date:

This Agreement shall commence on the Effective Date and continue until the Term End Date unless earlier terminated as provided herein. Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the intended termination date. Either party may terminate for material breach if the breach remains uncured thirty (30) days after receipt of written notice describing the breach with reasonable specificity.

Confidentiality

Each party shall maintain as confidential and shall not disclose to any third party, without the prior written consent of the other party, any non-public technical, business, financial or other proprietary information disclosed in connection with this Agreement, including the Rail Red Zone Protection Plan, site-specific protocols, operational procedures, and training materials ("Confidential Information"). Confidential Information does not include information that (i) is or becomes generally available to the public through no act or omission of the receiving party, (ii) was lawfully in the receiving party's possession prior to receipt from the disclosing party, or (iii) is required to be disclosed by applicable law or lawful process, provided the receiving party, to the extent permitted, gives prompt notice to the disclosing party and cooperates in any effort to obtain confidential treatment.

Insurance; Indemnity; Compliance

Service Provider shall, at its expense, maintain insurance coverage customary for the industry, including commercial general liability and workers' compensation, in form and limits reasonably acceptable to Client. Service Provider shall defend, indemnify and hold Client harmless from and against claims, liabilities, losses, damages and expenses arising out of Service Provider's negligence or willful misconduct in connection with performance under this Agreement, except to the extent caused by Client's negligence or willful misconduct.

Both parties shall perform their obligations in compliance with applicable laws, regulations and safety standards applicable to rail right-of-way operations. Service Provider shall ensure that personnel engaged in Red Zone activities are trained and briefed on the Plan prior to commencement of work and that records of such training are maintained and made available to Client upon request.

Reporting and Documentation

Service Provider shall prepare and deliver all inspection logs, incident reports, daily briefings, and a final implementation report upon completion of the Term or at intervals established in the Scope of Work. All Plan-related documents provided to Client shall be the property of Client, subject to the Confidentiality provisions herein.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

This Agreement, including all schedules and the Scope of Work, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, proposals and agreements, whether written or oral. No amendment or waiver shall be effective unless in writing and executed by authorized representatives of both parties.

Notices

Miscellaneous Provisions

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

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