Removal MSA Agreement

REMOVAL MSA AGREEMENT

This Removal Master Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , an entity type: , with principal place of business at , and Service Provider Name: , an entity type: , with principal place of business at . Client and Service Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client requires removal of materials, structures, equipment, debris, and related services at various sites identified in Work Orders issued under this Agreement (the "Removal Services"); and

WHEREAS, Service Provider represents that it has the experience, personnel, equipment, permits and insurance necessary to perform Removal Services in accordance with applicable law, industry standards and the terms of this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will perform Removal Services pursuant to individual Work Orders issued by Client.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Removal Master Services Agreement, including any Work Orders and written Change Orders issued hereunder. "Work" or "Work Order" means the specific scope, schedule, deliverables and compensation described in a written Work Order issued by Client and accepted in accordance with Section 3.

2. SCOPE OF SERVICES AND WORK ORDERS

2.1 General Scope. Service Provider shall perform Removal Services described in each Work Order in a professional, workmanlike manner consistent with industry standards and applicable law. A sample description of typical removal activities is set forth below and additional specifics will be provided in each Work Order.

2.2 Work Orders. All Work shall be governed by written Work Orders which reference this Agreement. Each Work Order shall specify scope, site location, start and completion dates, unit or lump sum pricing, payment schedule, required permits, health and safety requirements, and any liquidated damages or holdback. No Work shall commence until a Work Order is executed by Client and Service Provider.

3. TERM AND TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and shall remain in effect until terminated in accordance with this Section. Initial term (if any):

3.2 Termination for Convenience. Either Party may terminate this Agreement or any Work Order for convenience upon prior written notice to the other Party given at least days in advance. Client shall pay Service Provider for Work performed and documented costs incurred through the effective date of termination and any reasonable demobilization costs.

3.3 Termination for Cause. Either Party may terminate a Work Order or this Agreement for material breach if the breaching Party fails to cure within days after receipt of written notice describing the breach.

4. COMPENSATION, INVOICING AND PAYMENT

4.1 Compensation. Client shall pay Service Provider the fees set forth in each Work Order. Unit rates, lump sum prices and allowances shall be stated in the applicable Work Order.

4.2 Invoicing. Service Provider shall submit itemized invoices with references to the governing Work Order and such supporting documentation as reasonably requested by Client. Invoices shall be submitted no more frequently than monthly unless otherwise specified in the Work Order. Invoicing frequency:

4.3 Disputed Charges. Client may withhold only the portion of any invoice that is reasonably disputed in good faith, provided that Client provides notice of dispute and the basis for withholding within the payment period.

5. CHANGE ORDERS

5.1 Changes. Any changes to the scope, price or schedule shall be authorized only by a written Change Order signed by both Parties. Service Provider shall not commence changed work without a signed Change Order. Change order turnaround for pricing proposals:

6. INSURANCE AND BONDS

6.1 Insurance. Service Provider shall maintain at its expense, during the term of this Agreement, commercial general liability, automobile liability, workers' compensation and employers' liability insurance in amounts not less than those specified below or otherwise required by law. Minimum commercial liability limits:

6.2 Certificates. Upon request, Service Provider shall furnish certificates of insurance naming Client as additional insured for operations under this Agreement where required by Client.

7. INDEMNIFICATION

7.1 To the fullest extent permitted by law, Service Provider shall indemnify, defend and hold harmless Client, its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the negligent acts, omissions or willful misconduct of Service Provider, its employees, agents or subcontractors in connection with the performance of the Work.

7.2 The indemnity obligations set forth above shall survive termination of this Agreement to the extent necessary to protect the indemnified Party from liabilities arising from acts or omissions occurring prior to termination.

8. WARRANTIES

8.1 Service Provider warrants that Removal Services shall be performed in a professional and workmanlike manner in accordance with applicable law and industry standards. Service Provider further warrants that it will obtain and maintain required permits and approvals.

8.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. SAFETY, COMPLIANCE AND SITE ACCESS

9.1 Safety. Service Provider shall be responsible for safe performance of the Work, shall comply with applicable safety laws and regulations, and shall implement site-specific safety plans. Service Provider shall immediately notify Client of any safety incident or regulatory citation.

10. SUBCONTRACTING

10.1 Service Provider may subcontract portions of the Work provided that Service Provider remains responsible for performance, compliance and indemnity obligations. Service Provider shall not engage a subcontractor who has been previously disapproved in writing by Client.

11. RECORDS AND AUDIT

11.1 Service Provider shall retain records related to Work Orders, labor, equipment and costs for a period of three years and shall permit Client to audit such records upon reasonable notice during normal business hours.

12. FORCE MAJEURE

12.1 Neither Party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including acts of God, storms, floods, natural disasters, strikes, governmental acts or shortages of labor or materials. The affected Party shall promptly notify the other and use commercially reasonable efforts to mitigate the impact.

13. CONFIDENTIALITY

13.1 Each Party shall keep confidential all non-public business, technical and financial information disclosed in connection with this Agreement and shall not use such information except to perform its obligations. Confidentiality obligations shall survive termination for a period of three (3) years.

14. DISPUTE RESOLUTION

14.1 The Parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by binding arbitration in the state specified in Section 18, unless the Parties agree otherwise in writing.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 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.

15.2 Entire Agreement. This Agreement, together with all Work Orders and Change Orders, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings.

15.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. NOTICES

16.1 All notices shall be in writing and delivered by certified mail, overnight courier, or personal delivery to the addresses set forth below or to such other address as a Party may specify in writing.

17. AMENDMENT; WAIVER; COUNTERPARTS

17.1 Amendment. No amendment or modification of this Agreement shall be effective except in a writing signed by authorized representatives of both Parties.

17.2 Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

17.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

18. MISCELLANEOUS PROVISIONS

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