ENGINEERING AND DESIGN SERVICES AGREEMENT

This TERMS AND CONDITIONS OF ENGINEERING AND DESIGN SERVICES AGREEMENT (this “Agreement”) is made and entered into effective as of _____________, 2023, (the “Effective Date”) by and between ___________________, a California limited liability company (“Company”) and [COMPANY], a California corporation (“Contractor”). Each entity is sometimes individually referred to herein as a “Party” and the entities are sometimes collectively referred to herein as the “Parties.”

SCOPE OF WORK

Contractor shall perform all engineering and design services, including preparation of the Engineering Drawing Package, for Company’s dairy digester installation at the Site (as defined below) (the “Services”).

RECITALS

WHEREAS, Company desires to engage an experienced and financially sound engineer and design professional for the performance of the Services as provided for herein;

WHEREAS, Contractor has reviewed the Statement of Work attached hereto as Exhibit A, inspected the Site (as defined below) on which the Facility (as defined below) shall be constructed, and reviewed contractual flow-down requirements set forth in Exhibit B, and reviewed such other investigations, studies, and analyses as possible as of the date hereof that Contractor has determined to be necessary or prudent in connection with entering into this Agreement;

WHEREAS, Contractor is willing to guarantee the timely completion and operating performance of the Services, in accordance with the terms and conditions hereof; and

WHEREAS, Contractor is willing to perform such Services for Company under the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and intending to be legally bound thereby, the Parties hereto do hereby covenant and agree as follows:

AGREEMENTS

DEFINITIONS AND RULES OF INTERPRETATION

Definitions

. Except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following meanings: