Right of Entry Agreement

RIGHT OF ENTRY AGREEMENT

This Right of Entry Agreement (the Agreement) is made and entered into as of by and between Property Owner: whose address is ("Owner"), and Entrant: whose address is ("Entrant"). Owner and Entrant are each a Party and together the Parties.

RECITALS

WHEREAS, Owner owns or controls certain real property legally described as:

WHEREAS, Entrant requests temporary access to the Property for the limited purpose of:

WHEREAS, Owner is willing to grant Entrant a limited right of entry on the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Owner and Entrant agree as follows:

1. GRANT OF ENTRY

Owner grants Entrant, its employees, agents, contractors and invitees a non-exclusive, revocable right to enter the Property described above solely for the purpose set forth in the Purpose section. The right is limited to the areas of the Property necessary to accomplish the stated purpose and is subject to the restrictions and conditions in this Agreement.

2. SCOPE AND SCHEDULE

The permitted activities are limited to: . Entry shall occur between the hours of and on the following dates or during the following period: .

3. TERM AND TERMINATION

This Agreement commences on the effective date and continues until the completion of the permitted activities or until terminated under this Section. Either Party may terminate this Agreement for convenience upon written notice delivered in accordance with the Notices section at least days prior to the proposed termination date. Owner may immediately suspend or terminate Entrant's entry rights upon a material breach or for danger to persons or property.

4. ACCESS, SAFETY AND CONDUCT

Entrant shall comply with all reasonable directions of Owner regarding access routes, parking, security, and staging areas. Entrant shall comply with all applicable laws, codes and regulations and shall maintain a safe work environment. Entrant shall ensure that all personnel carry identification and are accompanied by an authorized representative when required. Entrant shall not unreasonably interfere with Owner's operations.

5. RESTORATION; REMOVAL OF EQUIPMENT

Upon completion of Entrant's activities or upon earlier termination, Entrant shall remove all equipment, tools, waste and debris and shall restore the Property to the condition existing immediately prior to entry, ordinary wear and tear excepted. If Entrant fails to restore the Property, Owner may do so at Entrant's expense and Entrant shall promptly reimburse Owner upon demand.

6. INDEMNIFICATION AND RELEASE

To the fullest extent permitted by law, Entrant shall indemnify, defend and hold Owner, its affiliates, officers, directors and employees harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with Entrant's entry, use of the Property, acts or omissions of Entrant or its contractors, or breach of this Agreement, except to the extent caused by the gross negligence or willful misconduct of Owner.

7. INSURANCE

Entrant shall maintain, at its sole cost and expense, commercial general liability insurance with policy limits of not less than per occurrence and workers' compensation insurance as required by law. Upon request, Entrant shall provide certificates of insurance evidencing coverage and naming Owner as an additional insured with respect to operations under this Agreement.

8. HAZARDOUS MATERIALS; ENVIRONMENTAL COMPLIANCE

Entrant shall not bring hazardous materials onto the Property except as expressly approved in writing by Owner. If hazardous materials or suspected contamination are discovered, Entrant shall immediately cease operations in the affected area and notify Owner. Entrant shall comply with all environmental laws and shall be responsible for any remediation or clean-up required as a result of Entrant's activities.

9. REPRESENTATIVES, CONTRACTORS AND SUBCONTRACTORS

Entrant may engage contractors and subcontractors to perform the permitted activities provided that Entrant remains fully responsible for their acts and omissions and ensures their compliance with this Agreement. Entrant shall provide Owner with the names and contact information of all contractors upon request.

10. CONSIDERATION

As consideration for the rights granted herein, Entrant shall pay Owner the amount of payable as follows: . Payment of consideration does not limit Entrant's obligations under this Agreement.

11. CONFIDENTIALITY

To the extent that Owner designates information disclosed in connection with entry as Confidential, Entrant shall treat such information as confidential and shall not disclose it except to those employees, contractors and advisors who need to know and who are bound by comparable confidentiality obligations. Confidential information does not include information that is or becomes publicly available other than through a breach of this Agreement.

12. NOTICES

Notices shall be in writing and shall be effective upon personal delivery, or three (3) days after deposit in the United States mail, postage prepaid, or upon confirmed delivery by overnight courier, addressed to the addresses provided above or to such other addresses as the Parties may designate by notice.

13. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both Parties. No waiver of any provision shall be effective unless in writing signed by the waiving Party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. SEVERABILITY; ENTIRE AGREEMENT; GOVERNING LAW

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of laws principles.

15. MISCELLANEOUS

Entrant's remedies for Owner's breach shall be limited to those available at law or in equity. Nothing in this Agreement grants any interest in real property to Entrant, and Entrant acknowledges that its right is temporary and limited as set forth herein. The Parties agree to cooperate and execute documents reasonably necessary to effectuate the terms of this Agreement.

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