Site Operations Contract

SITE OPERATIONS CONTRACT

This Site Operations Contract (the "Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Client operates or owns the site located at (the "Site") and requires ongoing operations, maintenance and support services; and

WHEREAS, Operator is engaged in the business of providing site operations, facilities management, maintenance, and related services and represents it has the personnel, experience and resources to perform the services described herein; and

WHEREAS, the parties wish to set forth the terms and conditions under which Operator will provide site operations services to Client.

SCOPE OF WORK

Operator shall provide operations and maintenance services for the Site as described below. Services include, without limitation: routine maintenance, monitoring, on-site personnel, emergency response, preventive maintenance, equipment inspection, reporting, and coordination with third-party contractors as required to maintain safe and continuous operation of site systems.

PAYMENT TERMS

Client shall pay Operator for the services rendered in accordance with the following terms.

Late payments shall accrue interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law. In addition, Client shall reimburse Operator for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days following receipt of written notice specifying the breach, or immediately for breaches that are not curable.

CONFIDENTIALITY

Each party shall hold in confidence all non-public information, trade secrets, technical data, operational procedures, financial information and other confidential information disclosed by the other party in connection with this Agreement ("Confidential Information") and shall not disclose such information except to employees, agents or subcontractors who need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential information shall not include information that is or becomes publicly available through no fault of the receiving party, was known to the receiving party prior to disclosure, or is required to be disclosed by law or court order (provided the disclosing party is given prompt notice).

Confidentiality obligations shall remain in effect for a period of years following termination or expiration of this Agreement.

INSURANCE AND INDEMNITY

Operator shall maintain commercial general liability insurance, workers' compensation, automobile liability and professional liability (if applicable) with limits customary for the industry and sufficient to reasonably protect Client and Operator. Prior to commencing services, Operator shall provide certificates of insurance upon request.

Operator shall indemnify, defend and hold Client harmless from and against any claims, losses, liabilities, damages and expenses (including reasonable attorney fees) arising out of Operator's performance of the services, except to the extent such claims arise from Client's negligence or willful misconduct.

PERFORMANCE STANDARDS

Operator shall perform the services in a professional and workmanlike manner consistent with industry standards. Operator shall respond to emergency incidents within hours and shall use commercially reasonable efforts to restore critical site functions in a timely manner.

SUBCONTRACTING AND PERSONNEL

Operator may engage subcontractors to perform portions of the services provided that Operator remains responsible for subcontractor performance and compliance with this Agreement. Operator shall ensure that personnel assigned to the Site are qualified and, upon Client's reasonable request, shall remove or replace any personnel whose performance or conduct is unsatisfactory.

Yes No

COMPLIANCE WITH LAWS

Each party shall comply with all applicable federal, state and local laws, regulations and codes in performing its obligations under this Agreement, including but not limited to health and safety, environmental and labor laws.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand, overnight courier, or certified mail (return receipt requested).

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.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or in connection with a sale of substantially all of its assets or stock.

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