URS Service Agreement

URS-SA 01/19

URS SERVICE AGREEMENT/TERMS OF USE

1. RECITALS

a. URS has expertise in the area of the Client's business and is willing to provide consulting services to the Client.

b. The Client is willing to engage URS as an independent contractor/ a classification society, and not as an employee, on the terms and conditions set forth herein.

c. The Client desires to obtain the services of URS by means of services provided by URS’s employees dispatched by URS to provide services to Client hereunder (“Agents”), on its own behalf and on behalf of all existing and future Affiliated Companies (defined as any corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with the Client), and URS desires to provide consulting services to the Client upon the following terms and conditions.

d. The Client has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which the Client considers vital to its business and goodwill.

e. The Proprietary Information will necessarily be communicated to or acquired by URS and its Agents in the course of providing consulting services to the Client, and the Client desires to obtain the services of URS, only if, in doing so, it can protect its Proprietary Information and goodwill.

2. SERVICES

URS agrees to perform for Client the services listed in the Scope of Services section in Exhibit A, attached hereto and executed by both Client and URS. Such services are hereinafter referred to as “Services.” Client agrees that URS shall have ready access to Client’s staff and resources as necessary to perform the URS’s services provided for by this contract.

3. CONSULTING/ CLASSIFICATION PERIOD

3.1. Basic Term

The Client hereby retains the URS and URS agrees to render to the Client those services described in Exhibit A for the period (the “Consulting/ Classification Period”) commencing on the date of this Agreement and ending upon the earlier of (i) [APPLICABLE DATE], (the “Term Date”), and (ii) the date the Consulting/ Classification Period is terminated in accordance with Section 7. The Client shall pay the URS the compensation to which it is entitled under Section 5 through the end of the Consulting/ Classification Period, and, thereafter, the Client’s obligations hereunder shall end.

3.2. Renewal

Subject to Section 7, the Consulting/ Classification Period will be automatically renewed for an additional [AGREED UPON NUMBER OF MONTHS] month period (without any action by either party) on the Term Date and on each anniversary thereof, unless one party gives to the other written notice [NUMBER] days in advance of the beginning of any [AGREED UPON NUMBER OF MONTHS] month renewal period that the Consulting/ Classification Period is to be terminated, provided, that in no event shall the Consulting/ Classification Period extend beyond [DEADLINE DATE]. Either party’s right to terminate the Consulting/ Classification Period, instead of renewing the Agreement, shall be with or without cause.

4. DUTIES AND RESPONSIBILITIES

a. URS hereby agrees to provide and perform for the Client those services set forth on Exhibit A attached hereto. URS shall devote its best efforts to the performance of the services and to such other services as may be reasonably requested by the Client and hereby agrees to devote, unless otherwise requested in writing by the Client, (a minimum of at least [AGREED UPON NUMBER OF HOURS] hours of service per week/or assign [AGREED UPON NUMBER OF INDIVIDUALS] individuals to provide services to the Client).

b. URS shall use its best efforts to furnish competent Agents possessing a sufficient working knowledge of the Client’s research, development and products to fulfill URS’s obligations hereunder. Any Agent of URS who, in the sole opinion of the Client, is unable to adequately perform any services hereunder shall be replaced by URS within [AGREED UPON NUMBER OF DAYS] days after receipt of notice from the Client of its desire to have such Agent replaced.

c. URS shall use its best efforts to comply with, and to ensure that each of its Agents comply with, all policies and practices regarding the use of facilities at which services are to be perform hereunder. URS agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and URS shall deliver a signed original of such Acknowledgement and Inventions Assignment to Client prior to such Agent’s commencement of the provision of services for the Client.

d. URS shall obtain for the benefit of the Client, as an intended third-party beneficiary thereof, prior to the performance of any services hereunder by any of the Agents, the written agreement of Agent to be bound by terms no less restrictive than the terms of Sections 2, 5, 6, and 7 of this Agreement.

e. Personnel supplied by URS to provide services to Client under this Agreement will be deemed URS’s employees or agents and will not for any purpose be considered employees or agents of Client. URS assumes full responsibility for the actions of such personnel while performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes).

5. COMPENSATION, BENEFITS AND EXPENSES

5.1. Compensation

In consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated Client, URS shall be paid [AMOUNT], payable at the time and pursuant to the procedures regularly established, and as they may be amended, by the Client during the course of this Agreement.

5.2. Benefits

Other than the compensation specified in this 5.1, neither URS nor its Agents shall be entitled to any direct or indirect compensation for services performed hereunder.

5.3. Expenses

The Client shall reimburse URS for reasonable travel and other business expenses incurred by its Agents in the performance of the duties hereunder in accordance with the Client’s general policies, as they may be amended from time to time during the course of this Agreement.

6. INVOICING

Client shall pay the amounts agreed to herein upon receipt of invoices which shall be sent by URS, and Client shall pay the amount of such invoices to URS.

7. TERMINATION OF CONSULTING RELATIONSHIP

7.1. By the Client or the URS

At any time, either the Client or the URS may terminate, without liability, the Consulting/ Classification Period for any reason, with or without cause, by giving [AGREED UPON NUMBER OF DAYS] days advance written notice to the other party. If the URS terminates its consulting relationship with the Client pursuant to Sections 2, 3 and 4, the Client shall have the option, in its complete discretion, to terminate URS immediately without the running of any notice period. The Client shall pay URS the compensation to which the URS is entitled pursuant to Section 5 through the end of the Consulting/ Classification Period, and thereafter all obligations of the Client shall terminate.

7.2. Termination Due to Bankruptcy, Receivership

The Consulting/ Classification Period shall terminate and the Client’s obligations hereunder (including the obligation to pay URS compensation under Section 5 shall cease upon the occurrence of: (i) the appointment of a receiver, liquidator, or trustee for the Client by decree of competent authority in connection with any adjudication or determination by such authority that the Client is bankrupt or insolvent; (ii) the filing by the Client of a petition in voluntary bankruptcy, the making of an assignment for the benefit of its creditors, or the entering into of a composition with its creditors; or (iii) any formal action of the Board to terminate the Client’s existence or otherwise to wind up the Client’s affairs.

8. TERMINATION OBLIGATIONS

URS hereby acknowledges and agrees that all property, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, Proprietary Information, and equipment furnished to or prepared by URS or its Agents in the course of or incident to its rendering of services to the Client, including, without limitation, records and any other materials pertaining to Invention Ideas belong to the Client and shall be promptly returned to the Client upon termination of the Consulting/ Classification Period. Following termination, neither URS nor any of its Agents will retain any written or other tangible material containing any Proprietary Information.

The representations and warranties contained herein and URS’s obligations under Sections 2, 3, and 4 shall survive termination of the Consulting/ Classification Period and the expiration of this Agreement.

9. ASSIGNMENT; SUCCESSORS AND ASSIGNS

URS agrees that it will not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any rights or obligations under this Agreement, nor shall URS’s rights be subject to encumbrance or the claims of creditors. Any purported assignment, transfer, or delegation shall be null and void. Nothing in this Agreement shall prevent the consolidation of the Client with, or its merger into, any other corporation, or the sale by the Client of all or substantially all of its properties or assets, or the assignment by the Client of this Agreement and the performance of its obligations hereunder to any successor in interest or any Affiliated Client. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those enumerated above.

10. PLACE OF WORK

URS's services will be rendered largely at [ADDRESS | SHIP], but URS will, on request, come to Client's address of [ADDRESS | AREA], or such other places designated by Client to meet with representatives of Client.

11. TIME DEVOTED TO WORK

In the performance of the services, the aforesaid services and the hours URS is to work on any given day will be entirely within URS's control and Client will rely upon URS to put in such number of hours as is reasonably necessary to fulfill the spirit and purpose of this contract. This arrangement will probably take about days of work per week although there undoubtedly will be some weeks during which URS may not perform any services at all or, on the other hand, may work practically the full week.

12. CONFIDENTIAL INFORMATION

Each party hereto (“Such Party”) shall hold in trust for the other party hereto (“Such Other Party”), and shall not disclose to any non-party to the Agreement, any confidential information of such Other Party. Confidential information is information which relates to Such Other Party’s research, development, trade secrets or business affairs, but does not include information which is generally known or easily ascertainable by non-parties of ordinary skill in computer systems design and programming.

URS hereby acknowledges that during the performance of this contract, the URS may learn or receive confidential Client information and therefore URS hereby confirms that all such information relating to the client’s business will be kept confidential by the URS, except to the extent that such information is required to be divulged to the URS’s clerical or support staff or associates in order to enable URS to perform URS’s contract obligation.

a) URS agrees not to disclose or use, except as required in URS's duties, at any time, any information disclosed to or acquired by URS during the term of this contract. URS shall disclose promptly to Client all inventions, discoveries, formulas, processes, designs, trade secrets, and other useful technical information and know-how made, discovered, or developed by URS (either alone or in conjunction with any other person) during the term of this contract. URS agrees that he shall not, without the written consent of Client, disclose to third parties or use for his own financial benefit or for the financial or other benefit of any competitor of Client, any information, data, and know-how, manuals, disks, or otherwise, including all programs, decks, listings, tapes, summaries of any papers, documents, plans, specifications, or drawings.

b) URS shall take all reasonable precautions to prevent any other person with whom URS is or may become associated from acquiring confidential information at any time.

c) URS agrees that all confidential information shall be deemed to be and shall be treated as the sole and exclusive property of Client.

d) Upon termination of this contract, URS shall deliver to Client all drawings, manuals, letters, notes, notebooks, reports, and all other materials (including all copies of such materials), relating to such confidential information which are in the possession or under the control of URS. URS shall sign secrecy agreements provided by Client.

13. SERVICES FOR OTHERS

Inasmuch as URS will acquire or have access to information which is of a highly confidential and secret nature, it is expected that URS will not perform any services for any other person or firm without Client’s prior written approval.

14. SERVICES AFTER TERMINATION

URS agrees that, for a period of [NUMBER] years following the termination of this agreement, URS will not perform any similar services for any person or firm engaged in the business of [TYPE], the Counties of and State of [STATE/PROVINCE].

15. STATUS OF URS

URS is an independent contractor/ a classification society and neither URS nor URS’s staff is or shall be deemed to be employed by Client. Client is hereby contracting with URS for the services described on Exhibit A and URS reserves the right to determine the method, manner and mean by which the services will be performed. URS is not required to perform the services during a fixed hourly or daily time and if the services are performed at the Client’s premises, then URS’s time spent at the premises is to be at the discretion of the URS; subject to the Client’s normal business hours and security requirements. URS hereby confirms to Client that Client will not be required to furnish or provide any training to URS to enable URS to perform services required hereunder. The services shall be performed by URS or URS’s staff, and Client shall not be required to hire, supervise or pay any assistants to help URS who performs the services under this agreement. URS shall not be required to devote URS’s full time nor the full time of URS’s staff to the performance of the services required hereunder, and it is acknowledged that URS has other Clients and URS offers services to the general public. The order or sequence in which the work is to be performed shall be under the control of URS. Except to the extent that the URS’s work must be performed on or with Client’s computers or Client’s existing software, all materials used in providing the services shall be provided by URS. URS’s services hereunder cannot be terminated or cancelled short of completion of the services agreed upon except for URS’s failure to perform the contract’s specification as required hereunder and conversely, subject to Client’s obligation to make full and timely payment(s) for URS’s services as set forth in Exhibit B, URS shall be obligated to complete the services agreed upon and shall be liable for non-performance of the services to the extent and as provided in Sections 2 and 4 hereof. Client shall not provide any insurance coverage of any kind for URS or URS’s staff, and Client will not withhold any amount that would normally be withheld from an employee’s pay. URS shall take appropriate measures to insure that URS’s staff is competent and that they do not breach Sections 4 and 12 hereof.

Each of the parties hereto agrees that, while performing Services under this Agreement, and for a period of [NUMBER] months following the termination of this Agreement, neither party will, except with the other party’s written approval, solicit or offer employment to the other party’s employees or staff engaged in any efforts under this Agreement.

16. USE OF WORK PRODUCT

Except as specifically set forth in writing and signed by both Client and URS, URS shall have all copyright and patent rights with respect to all materials developed under this contract, and Client is hereby granted a non-exclusive license to use and employ such materials within the Client’s business.

17. CLIENT REPRESENTATIVE

The following individual [NAME] shall represent the Client during the performance of this contract with respect to the services and deliverables as defined herein and has authority to execute written modifications or additions to this contract.

18. DISPUTES

Any disputes that arise between the parties with respect to the performance of this contract shall be submitted to binding arbitration by the [ASSOCIATION], to be determined and resolved by said Association under its rules and procedures in effect at the time of submission and the parties hereby agree to share equally in the costs of said arbitration.

The final arbitration decision shall be enforceable through the courts of the state of URS’s address or any other state in which the Client resides or may be located. In the event that this arbitration provision is held unenforceable by any court of competent jurisdiction, then this contract shall be as binding and enforceable as if this Section 18 were not a part hereof.

19. TAXES

Any and all taxes, except income taxes, imposed or assessed by reason of this contract or its performance, including but not limited to sales or use taxes, shall be paid by the Client. URSs shall be responsible for any taxes or penalties assessed by reason of any claims that URS is an employee of Client and Client and URS specifically agree that URS is not an employee of Client.

20. LIABILITY

URS is neither, and nor may be considered as, an Underwriter, Consulting Engineer, Naval Architect, Ship designer, Shipbuilder, Shipowner or Operator, and cannot assume or be exposed to the obligations and responsibilities incumbent on such functions, even though experience of the URS enables it to answer enquiries concerning matters not covered by its Rules, Recommendations, Guidance notes, Instructions, Documents or other evidence.

Practices and procedures of the URS are selected by the URS in its sole and absolute discretion based on its experience and knowledge, and in conformity with generally accepted professional standards in the relevant field of the classification Societies.

Nothing contained herein, or in any information, report, certificate or like document issued in connection with or pursuant to the performance by the URS of its services, shall be deemed to relieve any designer, naval architect or engineer, shipbuilder or manufacturer, shipyard, seller, supplier, contractor or subcontractor, repairer, or owner, operator, manager or any other person or entity from any warranty or other contractual obligations or responsibilities, expressed or implied or from any negligent act, error or omission whatsoever, nor may create any right, claim or benefit to any third party.

URS shall exercise due diligence in selection or appointment of its surveyors and all other personnel whose attendance and work is employed or engaged for the purpose of performing its services.

Nevertheless, if any person or entity uses services of the URS and suffers loss, damage or expenses thereby, which is attributable or proved to have been caused by any negligent act, omission or error of the surveyors, servants, agents, appointees, officers, managers or directors of the URS or purporting to act in the name and on behalf of the URS, or any negligent inaccuracy, advice, report or evidence is given by or in the name or/and on behalf of the URS, then the liability of the URS is limited in respect of any direct or indirect claim whatsoever to an amount not exceeding five times the amount of the fee charged or chargeable by the URS for the relevant service.

Where the fees are related to a number of services, the amount of fees shall be apportioned for the purpose of the calculation of the maximum compensation of the limited liability, as established by the preceding paragraph, in accordance with the estimated time involved in the performance of each service.

Any liability for consequential damages is expressly excluded.

These rules (General Conditions) are construed and interpreted in accordance with the English Law. Any dispute arising out of the services rendered by the URS shall be referred to the Permanent Arbitration Court with the Ajman Chamber of Commerce in AJMAN, UNITED ARAB EMIRATES. Any dispute arising out of the services rendered by the URS shall be referred to the Permanent Arbitration Court with the AJMAN Chamber of Commerce in AJMAN, UNITED ARAB EMIRATES.

Any dispute arising out of the services rendered by the URS shall be referred to the Permanent Arbitration Court with the AJMAN Chamber of Commerce in AJMAN, UNITED ARAB EMIRATES.

21. NON-COMPETITION

If this Consulting Agreement with the Client terminates for any reason, the URS will not, for a period of two years from the date of termination, have any business dealings whatsoever, either directly or indirectly through associates with any customer or client of the Client or its subsidiaries or any person or firm with whom the URS has made contact in connection with his consulting activities for the Client; and the URS will keep in strictest confidence, both during the term of this Agreement and subsequent to termination of this Agreement, and will not during the term of this Agreement or thereafter disclose or divulge to any person, firm or corporation, or use directly or indirectly, for his own benefit or the benefit of others, any information which in good faith and good conscience ought to be treated as confidential information including, without limitation, information relating to the software developed by the Client, information as to sources of, and arrangements for, hardware supplied to customers or clients of the Client, submission and proposal procedures of the Client, customer or contact lists or any other confidential information or trade secrets respecting the business or affairs of the Client which the URS may acquire or develop in connection with or as a result of the performance of his services hereunder. In the event of an actual or threatened breach by the URS of the provisions of this paragraph, the Client shall be entitled to injunctive relief restraining the URS from the breach or threatened breach. Nothing herein shall be construed as prohibiting the Client from pursuing any other remedies available to the Client for such breach or threatened breach, including the recovery of damages from the URS.

22. ENFORCEABLE

The provisions of this Agreement shall be enforceable notwithstanding the existence of any claim or cause of action of the URS against the Client whether predicated on this Agreement or otherwise.

23. REPRESENTATIONS AND WARRANTIES

URS represents and warrants (i) that URS has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with URS's undertaking this relationship with the Client, (ii) that the performance of the services called for by this Agreement do not and will not violate any applicable law, rule or regulation or any proprietary or other right of any third party, (iii) that URS will not use in the performance of his responsibilities under this Agreement any confidential information or trade secrets of any other person or entity and (iv) that URS has not entered into or will enter into any agreement (whether oral or written) in conflict with this Agreement.

24. INJUNCTIVE RELIEF

The URS acknowledges that disclosure of any Confidential Information by him will give rise to irreparable injury to the Client or the owner of such information, inadequately compensable in damages. Accordingly, the Client or such other party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available. The URS further acknowledges and agrees that in the event of the termination of this Agreement his experience and capabilities are such that he can obtain a consulting arrangement or employment in business activities which are either (1) of a different or non-competing nature with his activities as a URS for the Client, or (2) are carried on in a different geographic location; and that the enforcement of a remedy hereunder by way of injunction will not prevent him from earning a reasonable livelihood.

The URS further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Client's legitimate business interests and are reasonable in scope and content.

25. COMPLETE AGREEMENT

This agreement contains the entire agreement between the parties hereto with respect to the matters covered herein. No other agreements, representations, warranties or other matters, oral or written, purportedly agreed to or represented by or on behalf of URS by any of its employees or agents, or contained in any sales materials or brochures, shall be deemed to bind the parties hereto with respect to the subject matter hereof. Client acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein.

26. INDEMNIFICATION

URS hereby indemnifies and agrees to defend and hold harmless the Client from and against any and all claims, demands and actions, and any liabilities, damages or expenses resulting there from, including court costs and reasonable attorneys' fees, arising out of or relating to the services performed by URS under this Agreement or the representations and warranties made by URS pursuant to Sections 2 and 4 hereof. URS's obligations under Section 4 hereof shall survive the termination, for any reason, of this Agreement.

27. ATTORNEY'S FEES

Should either party hereto, or any heir, personal representative, successor or assign of either party hereto, resort to litigation to enforce this Agreement, the party or parties prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys' fees and costs in such litigation from the party or parties against whom enforcement was sought.

28. NONWAIVER

No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Client, by an executive officer of the Client or other person duly authorized by the Client.

29. REMEDY FOR BREACH

The parties hereto agree that, in the event of breach or threatened breach of this Agreement, the damage or imminent damage to the value and the goodwill of the Client's business will be inestimable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree that the Client shall be entitled to injunctive relief against URS in the event of any breach or threatened breach by URS, in addition to any other relief (including damages and the right of the Client to stop payments hereunder which is hereby granted) available to the Client under this Agreement or under law.

30. APPLICABLE LAW

URS shall comply with all applicable laws in performing Services but shall be held harmless for violation of any governmental procurement regulation to which it may be subject but to which reference is not made in Exhibit A. This Agreement shall be construed in accordance with the laws of the AJMAN of UNITED ARAB EMIRATES.

31. SEVERABILITY; ENFORCEMENT

If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect. It is the intention of the parties that the covenants contained in Sections 6 and 7 shall be enforced to the greatest extent (but to no greater extent) in time, area, and degree of participation as is permitted by the law of that jurisdiction whose law is found to be applicable to any acts allegedly in breach of these covenants. It being the purpose of this Agreement to govern competition by URS anywhere throughout the world, these covenants shall be governed by and construed according to that law (from among those jurisdictions arguably applicable to this Agreement and those in which a breach of this Agreement is alleged to have occurred or to be threatened) which best gives them effect.

32. SCOPE OF AGREEMENT

If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to law.

33. ADDITIONAL WORK

After receipt of an order which adds to the Services, URS may, at its discretion, take reasonable action and expend reasonable amounts of time and money based on such order. Client agrees to pay URS for such action and expenditure as set forth in Exhibit B of this Agreement for payments related to Services.

34. NOTICES

All notices or other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand or mailed, postage prepaid, by certified or registered mail, return receipt requested, and addressed to the Client at:

[YOUR CLIENT NAME]

[YOUR COMPLETE ADDRESS]

or to the URS at:

[URS’S NAME AND ADDRESS]

Notice of change of address shall be effective only when done in accordance with this Section.

35. ASSIGNMENT

This Agreement may not be assigned by either party without the prior written consent of the other party. Except for the prohibition on assignment contained in the preceding sentence, this Agreement shall be binding upon and inure to the benefits of the heirs, successors and assigns of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first above written.

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

CLIENT URS

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

EXHIBIT A

SCOPE OF SERVICES

MARINE

Classification

Certification

Supervision

Training

My URS Fleet

CIVIL

ISO Standards

Certification

Supervision

Training

My URS Company

R&D

R&D

EXHIBIT B

ACKNOWLEDGEMENT AND INVENTIONS ASSIGNMENT