Water Quality Testing Agreement

WATER QUALITY TESTING AGREEMENT

This Water Quality Testing Agreement (the "Agreement") is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Client requires professional water sampling and laboratory analysis services for the purpose of assessing chemical, biological and physical water quality parameters in accordance with applicable industry standards; and

WHEREAS, Service Provider represents that it is duly qualified, certified where applicable, and equipped to perform such sampling, chain-of-custody handling, laboratory testing, and reporting; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide water quality testing services to Client.

SCOPE OF WORK

Service Provider will provide water quality testing services as described below. Services include sampling (if agreed), sample preservation, laboratory analysis for the requested parameters, quality control and assurance, preparation of a written report, and maintenance of chain-of-custody documentation. Specific parameters, sample locations, and regulatory standards to be applied shall be set forth in the Scope of Work field.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below for services performed under this Agreement. All fees are due in accordance with the schedule described herein. Service Provider may withhold delivery of final reports and data until all amounts due are paid in full.

Late Payment: Any invoice not paid within days of invoice date shall accrue interest at or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement upon written notice to the other party at least days prior to the effective termination date. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days of receiving written notice.

Effect of Termination: Upon termination, Client will pay Service Provider for all services performed and direct costs incurred through the effective date of termination, including reasonable wind-down costs.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information obtained from the other party in connection with this Agreement ("Confidential Information") and shall not disclose such information to any third party except to employees, contractors or consultants who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that is or becomes public through no fault of the receiving party, is independently developed, or is required to be disclosed by law or valid order of a court or governmental authority (provided the receiving party gives prompt notice to the disclosing party to allow opportunity to seek protective measures).

Results and Reports: Client acknowledges that test results and reports prepared by Service Provider are Confidential Information of Client unless otherwise agreed in writing. Service Provider may retain de-identified data for quality control and method development.

SAMPLE HANDLING AND RETENTION

Chain of Custody: Service Provider shall maintain chain-of-custody documentation for all samples. Client shall ensure samples are representative, properly labeled and packaged. Service Provider is not responsible for sampling unless sampling services are explicitly included in the Scope of Work.

Retention Period: Unless otherwise agreed, Service Provider will retain samples, extracts and residuals for a period of days following report issuance, after which Service Provider may dispose of such materials.

LIABILITY AND INDEMNIFICATION

Limitation of Liability: To the maximum extent permitted by law, the total liability of Service Provider to Client for any claim arising out of or related to this Agreement shall not exceed the amount paid by Client to Service Provider under this Agreement for the specific task giving rise to the claim. Neither party shall be liable for consequential, incidental, punitive or special damages.

Indemnification: Each party shall indemnify and hold harmless the other party from any third-party claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligent acts or omissions or willful misconduct in connection with the performance of this Agreement.

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 attachments, exhibits, and the Scope of Work, 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 written or oral. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to a successor in interest in connection with a sale of substantially all of its assets or business.

Notices: All notices required or permitted 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 by written notice.

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