Free Mining Agreement

This Agreement is made and entered into as of [Month Day, Year] by and between [Your Company Name], a mining corporation with its principal place of business located at [Your Company Address] (“Provider”), and [Your Partner Company Name], a corporation with its principal place of business located at [Your Partner Company Address] (“Company”). The Company and the Provider shall be collectively referred to herein as the “Parties.”

I. Services to be Provided

1. Scope of Services: The Provider shall provide mining and maintenance services, including but not limited to technical support, spare parts supply and logistics.

2. Performance Standards: The Provider shall perform services in a professional and timely manner, meeting or exceeding industry standards.

3. Service Level Agreements (SLAs): Specific SLAs may be established for key services, such as response times, uptime, and performance metrics.

4. Change Orders: Any changes to the scope of services shall be documented in writing as a change order and agreed upon by both Parties.

5. Intellectual Property: The Provider shall retain ownership of its intellectual property rights, while the Company shall own any intellectual property developed jointly or specifically for the Company.

II. Term of Agreement

1. Term: The term of this Agreement shall commence on [Month Day, Year]. The initial term of this Agreement shall be five (5) years.

2. Automatic Renewal: Unless terminated earlier, the Agreement may automatically renew for successive five (5) year terms, subject to certain conditions.

3. Early Termination: Either Party may terminate the Agreement for cause, such as material breach or insolvency, upon written notice to the other Party.

4. Termination for Convenience: Either Party may terminate the Agreement for convenience, subject to certain notice requirements and potential termination fees.

III. Compensation

1. Payment Terms: The Company shall pay the Provider for services rendered in accordance with the agreed-upon payment terms, amounting to ten thousand dollars ($10,000).

2. Invoicing and Payment: The Provider shall submit invoices to the Company on a monthly basis, and the Company shall pay the invoices within ten (10) days of receipt.

3. Taxes and Fees: The Provider shall be responsible for paying any applicable taxes and fees related to the services provided.

4. Reimbursement of Expenses: The Company shall reimburse the Provider for reasonable and necessary expenses incurred in the performance of services, subject to prior approval.

5. Adjustments: The Parties may agree to adjust the compensation terms to reflect changes in market conditions, scope of services, or performance metrics.

IV. Indemnification

1. Indemnification Obligations: Each Party shall indemnify and hold harmless the other Party from and against any and all claims, losses, damages, liabilities, and expenses arising out of the indemnifying Party's negligence or willful misconduct.

2. Exceptions: The indemnification obligations may be limited or excluded in certain circumstances, such as those arising from the other Party's negligence or willful misconduct.

3. Insurance Requirements: Each Party may be required to maintain certain levels of insurance coverage to protect against potential liabilities.

V. Confidentiality

1. Confidential Information: The Parties agree to keep confidential all confidential information disclosed to each other pursuant to this Agreement.

2. Non-Disclosure Obligations: The Parties shall not disclose Confidential Information to any third party without the prior written consent of the disclosing Party.  

3. Exceptions: The confidentiality obligations may not apply to information that is already publicly known, becomes publicly known through no fault of the receiving Party, or is required to be disclosed by law.

VI. Force Majeure

1. Definition: Force majeure events include acts of God, natural disasters, war, terrorism, and other events beyond the reasonable control of either Party.

2. Impact on Performance: In the event of a force majeure event, the affected Party may be excused from performance of its obligations under this Agreement to the extent prevented by such event.

3. Mitigation Efforts: The affected Party shall take reasonable steps to mitigate the impact of the force majeure event.

VII. Dispute Resolution

1. Negotiation: The Parties shall attempt to resolve any disputes or disagreements arising under this Agreement through good faith negotiation.

2. Mediation: If negotiation fails to resolve the dispute, the Parties may agree to mediation.

3. Arbitration: If mediation fails, the dispute shall be resolved through binding arbitration in accordance with the rules of the Arbitration Organization.

4. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [Jurisdiction].

VIII. Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.  

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

[Your Company Name] Signature:

[Your Name]

[Job Title]

[Month Day, Year]

[Your Partner Company Name] Signature:

[Name]

[Job Title]

[Month Day, Year]

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