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HOU C E � � '_� DD
<br />NOV 0 5 2007 It
<br />' P. 0. Box 355 Phone 209-869-9260
<br />6602 2nd Street ENVIR i MENT HEALTH Fax 209-869-2278
<br />ArWest Riverbank, CA 95367 PFRIMiT'SERV#CES State Certification #1310
<br />LABORATORIE5,INC.
<br />WATER DISTRIBUTION FACILITY OPERATION
<br />SERVICE AND OVERSIGHT AGREEMENT
<br />3 �l6�
<br />This Service Agreement ("Agreement") is made and entered into as of the I5r th
<br />�iay of �. W , , 20 p -1 (the "Effective Date") by and between
<br />f � van c.ln "wig RV. ?i4tizk _, a I,1 _ C_ corporation (hereinafter the "Customer"),
<br />and FAR WEST LABORATORIES, (hereinafter "FAR WEST"). The Customer desires to retain FAR WEST as
<br />an independent contractor to system oversight, reporting, and onsite assistance to customer's distribution
<br />facility and FAR WEST is willing to perform such services, on terms set forth more fully below. In
<br />consideration of the mutual promises contained herein, the parties agree as follows:
<br />1, SERVICES AND COMPENSATION
<br />a) Far West agrees to perform for the Customer the services requested by the Customer, including
<br />the duties and tasks described in Exhibit A ("Services"). Far West agrees to devote such time to these duties as
<br />the Customer and Far West reasonably agree from time to time. Far West shall determine which of its
<br />employees and subcontractors it will make available to the Customer for any particular service(s) to be
<br />performed hereunder, provided. From time to time, the Customer may ask Far `]Vest to work with and at the
<br />direction of the Customer's legal counsel in order to provide assistance to the Customer on certain matters of a
<br />legal nature. It is the Customer's intention that such work be covered by the attorney-client privilege to the
<br />maximum extent permitted by law, and Far West agrees to cooperate, and to cause its employees and
<br />subcontractors to cooperate, with the Customer in all reasonable respects in such matters. It is agreed and
<br />understood that Far West is not and will not render any legal opinions of any kind or nature whatsoever in
<br />connection with the Services to be performed by Far West, nor on any matters or activities of the Customer.
<br />b) The Customer agrees to pay Far West the compensation set forth in Exhibit A as sole
<br />compensation for the performance of the Services.
<br />2. CONFIDENTIALITY
<br />a) "Confidential Information" means any proprietary information, technical data,
<br />trade secrets or know-how, including, but not limited to, data, concepts, files, layouts, artwork,
<br />models, patents, copyrights, documents, photographs, notes, research, product plans, products,
<br />services, customers, customer lists, markets, software, developments, inventions, processes,
<br />formulas, technology, designs, drawings, litigation strategy, marketing, finances or other
<br />business information disclosed either directly or indirectly in writing, electronically, orally,
<br />visually, or by drawings or inspection of parts or equipment, or otherwise identified as being
<br />Confidential Information.
<br />b) Far Vilest will not, during or subsequent to the term of this Agreement, use the
<br />Customer's Confidential Information for any purpose whatsoever other than the performance of
<br />the Services on behalf of the Customer or disclose the Customer's Confidential Information to
<br />any third party, and it is understood that said Confidential Information shall remain the sole
<br />property of the Customer. Far West further agrees to hold all such Confidential Information in
<br />the strictest confidence and not to use it or disclose it to any employee, person, firm or
<br />corporation, except as required to carry out the Services for the Customer hereunder.
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