Weekend Project Lab Route

WEEKEND PROJECT LAB ROUTE

This Weekend Project Lab Route Agreement (the Agreement) is made effective as of (the Effective Date), by and between:

Client Name:    Client Address:

Contractor Name:    Contractor Address:

WHEREAS

WHEREAS, Client operates laboratory facilities and requires routine weekend project work, monitoring, and route tasks to be performed during non-business hours to avoid disruption to weekday operations; and

WHEREAS, Contractor represents that Contractor has the experience, personnel, equipment, and professional qualifications necessary to perform the weekend lab route services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform the weekend project lab route services for Client.

SCOPE OF WORK

Specific route checkpoints to be completed each weekend include:

ROUTE SCHEDULE & ACCESS

Weekend Days Service Required: Saturday Sunday

PAYMENT TERMS

Compensation for services performed under this Agreement shall be:

Late payments shall accrue interest at per month (or the maximum rate permitted by applicable law) on any unpaid balance outstanding after days following Client's receipt of a proper invoice.

TERM AND TERMINATION

Term: This Agreement shall commence on and remain in effect until unless earlier terminated as set forth below.

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 such breach within days after receipt of written notice specifying the breach.

Upon termination, Contractor shall promptly deliver to Client all route logs, reports, and proprietary materials prepared under this Agreement, and Client shall pay Contractor for all undisputed services performed through the effective date of termination.

CONFIDENTIALITY

Contractor acknowledges that in the course of performing the services Contractor will have access to confidential and proprietary information of Client, including without limitation laboratory protocols, route logs, security procedures, technical data, and business information (Confidential Information). Contractor shall:

(a) hold all Confidential Information in strict confidence and not disclose such information to any third party except as necessary to perform the services under this Agreement and subject to confidentiality obligations at least as protective as those set forth herein; (b) use Confidential Information solely for the performance of this Agreement; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure.

The obligations under this section shall continue for a period of three (3) years following the termination or expiration of this Agreement, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INSURANCE AND SAFETY

Contractor shall maintain at its expense insurance coverage appropriate to the services, including commercial general liability and workers' compensation, and shall comply with Client's safety policies while on-site. Contractor shall provide proof of insurance upon Client's request.

INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against all third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Contractor's negligent acts, omissions or willful misconduct in the performance of the services under 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 all exhibits and attachments referenced herein, 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. No amendment or modification will be binding unless in writing and signed by authorized representatives of both parties.

REPRESENTATIONS

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement and the performance of its obligations will not violate any agreement to which it is a party or any applicable law.

NOTICES

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