Waste Water Service Contract

WASTE WATER SERVICE CONTRACT

Parties and Recitals

This Waste Water Service Contract (the "Agreement") is entered into as of between Service Provider: with principal address , and Client: with principal address .

WHEREAS, Service Provider is duly licensed and experienced in collection, conveyance, treatment and lawful disposal of waste water and related services; and

WHEREAS, Client desires to engage Service Provider to perform the services described herein, and Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement.

Scope of Work

Services include, without limitation, routine collection, pumping, transport, treatment, discharge or disposal of waste water generated at Client's facilities, emergency response for accidental releases, provision and maintenance of temporary containment equipment where required, sampling and reporting as required by applicable permits, and coordination with permitting authorities where necessary. All services shall be performed in accordance with industry standards and applicable environmental and safety laws and regulations.

Payment Terms

Client shall pay Service Provider the fees set forth below for performance of the Scope of Work.

Late payments shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, calculated from the payment due date until paid. Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider for unpaid amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the proposed termination date.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and costs incurred through the effective date of termination.

Confidentiality

Each party agrees that all non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential (collectively, "Confidential Information") shall be held in confidence and used only for performance or enforcement of this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, or that the receiving party can demonstrate by written records was known prior to disclosure or was rightfully received from a third party without restriction.

The receiving party shall restrict disclosure of Confidential Information to those employees, subcontractors and agents who have a need to know such information for the performance of this Agreement and shall require such persons to be bound by confidentiality obligations no less protective than those contained herein. Upon termination or expiration of this Agreement, the receiving party shall return or destroy Confidential Information as directed by the disclosing party, except as otherwise required by law.

Liability, Indemnity and Insurance

Service Provider shall maintain insurance coverage customary for the services provided, including commercial general liability and automobile liability in amounts appropriate for the work and as required by law. Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's gross negligence or willful misconduct in performance of this Agreement.

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below (or to such other address as either party may designate by notice). Notices shall be deemed given upon personal delivery, three (3) business days after deposit with a nationally recognized courier, or upon confirmed electronic delivery where recipient acknowledges receipt.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve disputes arising under this Agreement through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in the county of the governing law state's principal location, unless otherwise agreed in writing.

Entire Agreement and Amendments

This Agreement, including all attachments, exhibits and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Survival

Provisions that by their nature survive termination or expiration of this Agreement, including but not limited to Payment Terms, Confidentiality, Indemnity, Governing Law, and Entire Agreement, shall survive such termination or expiration.

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