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Engineering Services Agreement

THIS AGREEMENT is made [date] between [Name] of [Address] hereinafter referred to as "Engineer", and [Name] of [Address] hereinafter referred to as "Client", hereby agree to the following:

Engineer shall perform the following services for Client:

See Exhibit Marked "A"

The Engineer shall be paid a flat fee of ($-----), for the services described herein, plus parts.

Hours in excess of ___ daily, or after [--] PM or before [--] AM, shall be compensated at a rate of [--%] per cent of the regular rate.

Payment shall be due as follows:

[net (--) days from completion of work]

Interest at the rate of [--%] per cent shall be due per month which any invoice is outstanding beyond the terms stated herein.

The Engineer warranties that work performed shall meet with Federal Commission regulations and shall constitute good workmanship.

No Warranty is provided on parts, except for any warranty which may be provided by the manufacturer or distributor of the product.

Client grants to Engineer a lien upon any and all equipment or other tangible goods entrusted to Engineer to secure the prompt payment of all sums due from the Client to the Engineer. In addition, Engineer is granted a security interest in any equipment which charges related to the installation, sale, repair or maintenance of the same are due until the same are paid.

In the event of a failure to pay when due, and upon fifteen (--) days written notice of an intention to do so, which the parties agree shall be considered reasonable notice, Engineer may offer for public or prior sale equipment subject to the lien granted herein. In the event that the proceeds of the sale are insufficient to pay the sums due, then the Client shall be responsible to Engineer for any deficiency balance.

Client appoints Engineer as its attorney in fact to execute a financing statement or other notices or documents necessary or deemed necessary by Client to perfect its lien provided for herein.

Client agrees to pay all costs of collection and reasonable attorney fees incurred by Engineer in the collection of sums due hereunder.

Any notice to be given or to be served upon any party hereto must be in writing and may be given by certified or registered mail, but shall be deemed to have been given and received when a certified or registered letter containing such notice, properly addressed with postage prepaid, is deposited in U.S. Mail. If notice is given in some manner other than by certified or registered mail, it shall be deemed to have been given when delivered to and received by the party to whom it is addressed, Such notices shall be given to the parties hereto at the following addresses:

Any disputes related to or arising out of this agreement shall be resolved by binding arbitration, before a single arbiter, under the rules of an independent Arbitration Association.

In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.

he invalidity or unenforceability of any portion of this Agreement shall not affect the remaining provisions and portions hereof.

This Agreement including any attachments is the entire agreement between the parties and there are no other promises or conditions in any other written agreement.

This Agreement supersedes any prior oral agreements between the parties.

This Agreement shall be binding upon the parties hereto and their respective heirs, administrators, successors, and assigns.

Neither this agreement nor any right or interest thereunder shall be assigned in any respect whatsoever.

This instrument contains all of the agreements of the parties. No oral or other statements shall be binding on either of the parties hereto.

This Agreement shall be governed by the laws of the State of [State].

Time is the essence of this agreement.

IN WITNESS WHEREOF, the parties have executed this agreement the day and year as first above written at [City], [State].

Signature

Engineer

Signature

Client

This Section for Notary:

Acknowledgment

State of _________

County of ________ [County]

On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

Signature ________
Notary

My commission expires: _____

(Seal)