Soil Management Document

Soil Management Agreement

This Soil Management Agreement (the "Agreement") is entered into as of by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client owns or controls the property located at (the "Property"), and desires soil management, remediation and monitoring services described below;

WHEREAS, Contractor represents that it has the necessary experience, licenses, equipment and personnel to perform soil management services and will perform such services in accordance with applicable law, industry standards, and the terms of this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations regarding soil management, including handling of excavated materials, erosion control, testing, monitoring, disposal, and recordkeeping.

SCOPE OF WORK

Contractor shall perform the soil management activities described below at the Property. The scope includes planning, fieldwork, laboratory testing, handling and transport of soils, disposal or beneficial reuse, erosion and sediment controls, and preparation of final reports. Detailed tasks, milestones and deliverables are to be specified by the parties in writing and may be amended by written change order signed by both parties.

PAYMENT TERMS

Client shall pay Contractor for services performed as follows. All amounts are in United States dollars and exclude applicable taxes unless otherwise stated.

Unless otherwise agreed in writing, Contractor may suspend work if undisputed invoices are not paid within days of invoice due date. Client shall remain responsible for costs incurred as a result of suspension or demobilization.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure such breach within days after written notice. Either party may terminate without cause upon days' prior written notice. Termination shall not relieve Client of payment obligations for services performed and costs incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, technical, scientific, and environmental data or reports, test results, site information, sampling locations, and other information disclosed by one party to the other in connection with the soil management services. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, regulation, or valid court order, provided that the receiving party furnishes prompt written notice to the disclosing party to allow for protective measures.

The receiving party shall hold Confidential Information in confidence, shall use it only for the purposes of performing obligations under this Agreement, and shall restrict disclosure to employees, consultants and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The confidentiality obligations hereunder shall survive termination or expiration of this Agreement for a period of three (3) years, except for technical reports and environmental sampling data which shall be maintained as confidential for five (5) years.

INSURANCE AND INDEMNIFICATION

Contractor shall maintain insurance customary for soil management and remediation contractors, including commercial general liability, automobile liability, workers' compensation, and professional/ environmental liability where applicable. Contractor shall provide certificates of insurance upon reasonable request. Contractor shall indemnify and hold harmless Client from liabilities arising out of Contractor's negligent acts or omissions in performing the services, except to the extent caused by Client's negligence or willful misconduct.

RECORDKEEPING, REPORTS AND ACCESS

Contractor shall maintain accurate records of sampling, chain-of-custody, disposal manifests, and field logs. Contractor shall provide Client with reports and copies of manifests and analytical results as set forth in the Scope of Work. Client shall provide reasonable access to the Property and obtain any third-party permissions required for Contractor to perform the work.

COMPLIANCE WITH LAW

Contractor shall perform services in compliance with applicable federal, state and local laws and regulations governing soil handling, hazardous materials, transportation, and disposal. Client shall notify Contractor of permits or regulatory requirements that affect performance and shall be responsible for obtaining permits unless otherwise agreed in writing.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including all exhibits, schedules and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

NOTICES

CHANGE ORDERS

Any changes to the scope, schedule or price shall be made only by written change order executed by authorized representatives of both parties. Change orders shall describe the change, the effect on price and schedule, and any other changes to the Agreement.

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