Sanitation Design Services Agreement

SANITATION DESIGN SERVICES AGREEMENT

This Sanitation Design Services Agreement ("Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Client operates facilities or programs requiring professional sanitation system design, planning, and documentation to meet applicable public health, safety and operational objectives; and

WHEREAS, Consultant represents that it possesses technical expertise and experience in sanitation engineering, layout and specification of sanitation systems, and is willing to provide such services to Client under the terms of this Agreement; and

WHEREAS, the parties desire to set forth the scope, schedule, compensation and other terms governing Consultant's provision of sanitation design services to Client.

1. Scope of Work

Consultant shall perform professional services for the design of sanitation systems as described below. Consultant will provide technical design, drawings, specifications, calculations, and written reports as necessary for the Project, and will coordinate with Client's designated representatives.

2. Project Schedule

Project commencement date:   Estimated completion date:

3. Payment Terms

Client shall pay Consultant for the services described in this Agreement in accordance with the following terms.

Late payment shall accrue interest at the lesser of the maximum lawful rate or applied after days from the invoice due date. Consultant may suspend performance if amounts due are unpaid after days' written notice.

4. Term and Termination

This Agreement shall commence on the Project commencement date specified above and shall continue until the earlier of completion of the services or termination in accordance with this Section.

Term end date (if fixed): .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breach remains uncured for a period of after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and reimbursable expenses incurred prior to termination.

5. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes design documents, specifications, cost estimates, operational plans, and test data.

Each party shall: (a) hold the other's Confidential Information in strict confidence; (b) use such Confidential Information solely to perform under this Agreement; and (c) restrict disclosure to those employees, consultants or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations of confidentiality do not apply to information that is or becomes public without breach, was known by the receiving party prior to disclosure, or is independently developed by the receiving party.

The confidentiality obligations survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for so long as such information qualifies as a trade secret under applicable law.

6. Insurance; Indemnity; Liability

Consultant shall maintain professional liability insurance and commercial general liability insurance in amounts customary for comparable engineering and design firms. Upon request, Consultant will provide certificates of insurance to Client.

Consultant shall indemnify and hold harmless Client from and against third party claims arising out of Consultant's negligent performance of the services, provided Client promptly notifies Consultant of any claim and cooperates in the defense. The parties' aggregate liability to each other for claims arising out of this Agreement shall be limited to direct damages not to exceed the total amount paid by Client to Consultant under this Agreement; in no event shall either party be liable for special, incidental, consequential or punitive damages.

7. Compliance with Laws; Permits

Consultant shall perform services in a professional manner and in compliance with applicable laws, codes and regulations in effect at the time of performance. Client is responsible for permits, approvals and final acceptance by regulatory authorities unless otherwise agreed in writing.

8. Intellectual Property

Consultant retains ownership of its preexisting intellectual property and standard details, but grants Client a non-exclusive, royalty-free license to use the design deliverables created specifically for the Project for Client's internal operations. Any reuse of documents for other projects or modifications by others shall be at Client's risk unless Consultant is engaged to adapt the documents.

9. Governing Law

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

10. Entire Agreement; Amendments

This Agreement, including all exhibits, attachments and written change orders executed by the parties, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

11. Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notice is effective upon personal delivery, or three (3) days after deposit with a nationally recognized overnight courier, or five (5) days after mailing by certified mail, return receipt requested.

12. Additional Provisions

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