ENGINEERING

SERVICES AGREEMENT

This Engineering, Services Agreement (“Agreement”) is entered into by and between [COMPANY], a California limited liability company (“[COMPANY]”), whose address is _______________, and __________________ (The “Service Provider”), whose address is _________________, (collectively “Parties”).

recitals

WHEREAS, [COMPANY] requires the services of an engineering firm to certain professional engineering services for the development of one or more certain digester Projects, as defined below;

WHEREAS, from time-to-time [COMPANY] may request that Service Provider provide certain services for a Specific Project (as defined below) using a Work Order to document such engagements;

WHEREAS, the Parties intend to have this Agreement set forth the general terms and conditions that shall apply to all Work Orders duly executed under this Agreement; and

WHEREAS, [COMPANY] desires to hire Service Provider and Service Provider is willing to be hired by [COMPANY] to provide various engineering services.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing recitals which are incorporated herein and made a part of this Agreement, mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the Parties agree as follows:

DEFINITIONS

In addition to other terms defined herein, the following terms, when used herein with initial capitalization, whether in the singular or in the plural, shall have the meanings specified in this Article 1.

“Agreement” means this Agreement and any applicable Work Order (which shall be mutually acceptable to the Parties) together, constituting the entire agreement between the Parties with respect to any specific Work Order assignment under this Agreement.

“Contractor” means the general contractor(s) and any subcontractors providing construction-related services for [COMPANY] at the Project.