Road Company Service Contract

ROAD COMPANY SERVICE CONTRACT

This Road Company Service Contract (the Contract) is made and entered into as of by and between Service Provider: and Client Name: .

RECITALS

WHEREAS, Service Provider performs roadway construction, maintenance and repair services, possesses the personnel, equipment and licenses necessary to perform the services described herein, and represents that it will perform such services in a workmanlike manner and in compliance with applicable laws and safety standards; and

WHEREAS, Client desires to engage Service Provider to perform roadway-related services at the locations and on the schedule set forth in this Contract, and Service Provider agrees to perform such services under the terms and conditions contained herein; and

WHEREAS, the parties intend by this Contract to set forth the rights and obligations of each party with respect to the scope, payment, term and termination, confidentiality, and other material terms of the engagement.

SCOPE OF WORK

Service Provider shall furnish all labor, equipment, materials (unless otherwise noted), supervision and incidentals necessary to perform the road services described below in a safe, timely and professional manner in accordance with industry standards.

PAYMENT TERMS

Contract Price (Total): $ . Client shall pay Service Provider in accordance with the schedule and conditions set forth below.

Invoices shall be submitted to Client no later than days after completion of the applicable milestone. Payment is due within days of invoice receipt, unless otherwise agreed in writing.

Late Payment Fee: Unpaid amounts shall bear interest at applied monthly after a grace period of days.

Materials and equipment are included in the Contract Price.

TERM AND TERMINATION

This Contract shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Contract for convenience upon providing days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches any obligation and fails to cure the breach within 15 days after written notice, or immediately if the breach is not susceptible to cure or poses an imminent safety or environmental hazard.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial or operational information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each recipient shall (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information solely to perform its obligations under this Contract, and (c) not disclose Confidential Information to third parties except to its employees, contractors or advisers on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations survive termination for a period of 36 months, except for trade secrets which shall be protected for so long as they remain trade secrets.

INSURANCE AND INDEMNIFICATION

Service Provider shall maintain insurance customary for roadway services, including commercial general liability, automobile liability, workers' compensation and umbrella/ excess coverage with limits not less than those required by applicable law and as reasonably required by Client. Service Provider agrees to indemnify, defend and hold Client harmless from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Service Provider's performance under this Contract, except to the extent caused by Client's gross negligence or willful misconduct.

COMPLIANCE; SAFETY; PERMITS

Service Provider shall perform all work in compliance with applicable federal, state and local laws, regulations and standards, including health, safety, environmental and traffic control requirements. Service Provider is responsible for obtaining and maintaining all permits, licenses and authorizations required for performance unless the parties agree in writing otherwise.

GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Venue for any litigation concerning this Contract shall be the state or federal courts located in the same state unless otherwise agreed in writing.

ENTIRE AGREEMENT

This Contract, together with any exhibits, attachments and written change orders executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any modification or waiver of any provision of this Contract must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Contract is held invalid or unenforceable, the remainder of this Contract will remain in full force and effect. The parties are independent contractors and nothing herein creates a partnership, joint venture, agency or employment relationship. Neither party may assign this Contract without the prior written consent of the other, except that Client may assign to a successor in interest upon notice to Service Provider.

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