PROFESSIONAL SERVICES AGREEMENT

THIS AGREEMENT, made and entered into as of the {XX} day of {XX} [YEAR], by and between [COMPANY] having its principal place of business at [ADDRESS] (hereinafter called “Owner”) and [COMPANY] having its principal place of business at [ADDRESS] (hereinafter called “Contractor”), both of which are hereinafter referred to as Parties.

W I T N E S S E T H:

That for and in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto do hereby agree as follows:

ARTICLE 1

SCOPE OF WORK

Contractor shall furnish engineering and other services (hereinafter called the “Work”) as such Work is more fully described in Exhibit A, Scope of Work and all Exhibits attached hereto and made a part hereof, for and in connection with the [PROJECT] development for the [PROJECT](hereinafter called the “Project”).

All sales, use, and any other taxes and duties that may be relevant to the Work under this Agreement other than Contractor’s payroll taxes and sales taxes associated with Contractor’s travel and expenses are not included in the Scope of Work. All such taxes and duties that apply to the Work are to be either paid directly by Owner or paid by Contractor and reimbursed to Contractor by Owner.

Owner’s responsibilities under this Agreement are also described in Exhibit A.

ARTICLE 2

CHARGES FOR THE WORK

This Contract is a Fixed Price contract and Exhibit A specifies the Scope of the Work and deliverables and the corresponding charges for the Work, hereinafter sometimes referred to as “Charges for the Work”. If any additional costs not included in the Charges for the Work pursuant to the Scope of Work detailed in Exhibit A are incurred by Contractor, these additional costs and charges are defined and will be charged to Owner as additional charges in a change order (“Change Order”) as provided in Article 3 and Exhibit C.

ARTICLE 3

CHANGES IN THE WORK AND FORCE MAJEURE