Remediation Action Plan

REMEDIATION ACTION PLAN

Client Name:

Contractor Name:

WHEREAS

WHEREAS, Client is the owner or lawful controller of the real property located at (the "Property");

WHEREAS, Contractor possesses specialized experience, personnel, equipment and permits necessary to perform assessment, containment, removal, disposal, and related environmental remediation activities described in this Remediation Action Plan; and

WHEREAS, the Parties desire to set forth the scope, schedule, compensation, obligations and remedial measures for the investigation and remediation of the Property as set forth below.

SCOPE OF WORK

Contractor shall perform all work necessary to investigate, control, remediate and dispose of contamination at the Property in accordance with applicable law, industry standards and the procedures described below. Work shall include, at minimum, identification of impacted media, implementation of containment and removal measures, off-site transport and disposal where required, confirmation sampling, and submission of a final remediation report.

SCHEDULE AND DELIVERABLES

Contractor shall perform the Work according to the schedule below. Time is of the essence for completion of all milestones.

Site Access Required: Yes      Permits Required: Yes

PAYMENT TERMS

Client shall compensate Contractor for completion of the Scope of Work in accordance with the following payment terms. All sums are payable in lawful currency and exclude taxes unless otherwise specified.

Late Payment: Client shall pay interest on any past-due amount at a rate of % per month, compounded monthly, or a late fee of , whichever is greater. Contractor may suspend work if invoices remain unpaid after days' written notice.

TERM AND TERMINATION

This Remediation Action Plan shall commence on Start Date: and is expected to continue until End Date: unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for material breach by the other Party if the breach remains uncured after days' written notice. Either Party may terminate for convenience upon days' prior written notice. Upon termination, Client shall pay Contractor for all Work performed and reasonable demobilization costs incurred through the effective date of termination.

CONFIDENTIALITY

During the Term and for a period of three (3) years thereafter, each Party shall retain in confidence and not disclose any non-public technical, financial or business information, reports, data, or other materials provided by the other Party in connection with the Work ("Confidential Information"), except to the extent disclosure is required by law, court order, or required governmental authority. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this provision; (b) was known to the recipient prior to disclosure by the disclosing Party; or (c) is independently developed by the recipient without use of the disclosing Party's Confidential Information.

INDEMNIFICATION AND LIABILITY

Contractor shall indemnify and hold Client harmless from claims arising out of Contractor's gross negligence or willful misconduct in connection with performance of the Work. Client shall indemnify and hold Contractor harmless from claims arising from Client's breach of this Agreement or from conditions on the Property known to Client and not disclosed to Contractor. Except for liability arising from gross negligence or willful misconduct, neither Party shall be liable to the other for consequential, incidental, special or punitive damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Remediation Action Plan, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

NOTICES

The Parties agree to cooperate in the permitting, reporting and sampling required by any applicable regulatory authority. Contractor shall maintain records of all sampling, chain-of-custody, disposal manifests and costs and shall provide copies to Client upon request.

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