Service Project Order

SERVICE PROJECT ORDER

Order Number:    Effective Date:

Parties

Client Name:

Contractor Name:

RECITALS

WHEREAS, Client Name: desires to engage Contractor to perform certain services described herein; and

WHEREAS, Contractor Name: has the experience, staff and capability to perform the services under the terms of this Service Project Order (the "Order");

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Project Identification

Scope of Work

Contractor shall furnish all labor, materials, equipment, supervision, and services necessary to complete the work described below in a professional and workmanlike manner in accordance with industry standards. Work shall be performed in accordance with applicable laws, codes and good engineering practices.

Schedule and Acceptance

Anticipated Start Date:    Anticipated Completion Date:

Deliverables shall be subject to inspection and acceptance by Client. Client shall provide written notice of acceptance or specific rejection with corrective instructions within calendar days of delivery. Absent timely notice, deliverables shall be deemed accepted.

Payment Terms

Invoices shall be submitted to Client in writing and are payable within days of receipt unless otherwise stated. Late payments shall be subject to interest at or the maximum allowed by law, whichever is less.

Term and Termination

This Order commences on the Effective Date and continues until completion of the scope or until , unless earlier terminated as provided herein.

Either party may terminate this Order for convenience upon days' prior written notice. Termination for cause by Client may occur immediately upon written notice if Contractor fails to cure a material breach within a reasonable cure period after notice.

Upon termination, Contractor shall be entitled to payment for work performed and reasonable costs incurred through the effective date of termination, subject to offsets for damages caused by Contractor's breach.

Change Orders

Any modification to the scope, schedule or price must be authorized in writing by Client and executed as a formal Change Order signed by both parties. Contractor shall not proceed with changed work without a signed Change Order.

Confidentiality

Each party acknowledges that, in the performance of this Order, it may have access to Confidential Information of the other party. Confidential Information means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. Each party shall (i) use Confidential Information solely for performance of this Order, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care, and (iii) not disclose Confidential Information to third parties except to employees, consultants and subcontractors with a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Insurance and Indemnity

Contractor shall maintain commercial general liability, workers' compensation and any other insurance necessary for performance of the work. Contractor agrees to indemnify, defend and hold harmless Client from and against claims, losses, damages and liabilities to the extent caused by Contractor's negligence or willful misconduct, except to the extent arising from Client's negligence.

Compliance and Permits

Contractor shall obtain and maintain all permits, licenses and approvals required by law to perform the work and shall comply with all applicable laws, regulations, codes and safety requirements.

Governing Law; Dispute Resolution

This Order shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes by negotiation prior to pursuing formal legal remedies.

Entire Agreement; Severability

This Order, together with any referenced attachments and executed Change Orders, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior proposals, negotiations and agreements. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

Notices

All notices required or permitted under this Order shall be in writing and delivered to the addresses provided by the parties. Notice is effective upon personal delivery, or three business days after deposit with the U.S. mail, postage prepaid, or upon confirmed electronic transmission.

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