HomeMy WebLinkAboutAWSTruewind Study Proposal
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October 26
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Fax: 518‐640
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Date:
6, 2009
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Page | 2 Proposal for Wind Resource Assessment and Energy Production Report
Dan Cook, Alaskan Energy Project, October 26, 2009
INTRODUCTION
AWS Truewind is pleased to provide Dan Cook with the following proposal to assess the wind resource at
an Energy Project in Greely, Alaska (Figure 1) and to calculate the energy production potential of a
proposed wind plant at the site. The main elements of the wind resource assessment and energy
production estimate and report are described below, followed by a schedule and budget and list of
additional related services.
PROJECT SCOPE
Wind Resource Assessment
A complete wind resource assessment will be performed, including the following:
Site Visit (Recommended)
An experienced field technician from AWS Truewind will visit the project site to verify and document the
tower location(s), sensor types and mountings, and exposure, and to observe the topography and land
cover. The information will be compared with any documentation of the masts made available by Dan Cook
to identify any discrepancies.
Review of Meteorological Program
The history of the project’s wind monitoring program will be summarized including mast locations, types of
equipment, monitoring heights, anemometer calibrations, and the general quality of the measurement
program and data. Preliminary discussions with Dan Cook identified that this analysis will utilize free wind
resource data from the Delta Wind Farm 50 meter meteorological mast located 5 KM from the project site.
Analysis of Meteorological Data
AWS Truewind will validate the raw wind data from the mast to verify their reasonableness and
completeness and to identify and remove bad data. We will then summarize the data as monthly and
annual mean speeds, wind roses, speed frequency distribution parameters, diurnal speed and shear
patterns; and estimate the annualized mean speed at the top anemometer height. The possible influences
of the mast on the speed measurements will also be evaluated and removed from the data, if possible.
Climate Adjustment
We will identify several potential long‐term reference datasets and gauge their suitability for use in climate
adjustments through correlation and consistency tests. The best station(s) will be selected. We will then
perform a measure‐correlate‐predict (MCP) analysis for the primary site mast to estimate its historical
mean speed. Data from other site masts will be correlated and adjusted in a similar fashion using the
primary mast as the reference. The turbine‐average air density will be estimated from the site elevation
and temperature data.
Extrapolation to Hub Height
We will calculate a wind shear exponent for each mast. The calculation will employ mean speeds for valid
concurrent records at two heights, for speeds greater than 4 m/s, and if possible, from sensors on booms
oriented in the same direction to minimize differential tower effects. We will identify the main influences
on the shear (e.g., land cover, thermal stability, obstacles, tower influences), and estimate the shear
exponent from the top anemometer height to the hub height. The long‐term mean wind speed will then be
Page | 3 Proposal for Wind Resource Assessment and Energy Production Report
Dan Cook, Alaskan Energy Project, October 26, 2009
extrapolated to the hub height using the power law. For each mast we will create a file containing
approximately a full year of valid 10‐minute wind speed and direction data extrapolated to hub height.
Modeling of Wind Resource Spatial Distribution
AWS Truewind’s SiteWind® system will be employed to estimate the wind resource distribution across the
project area. The model will use the best available high‐resolution land cover and topographic data. The
topographic data will be from the National Elevation Database (NED), and the land cover will be from the
USGS 30 m gridded Landsat database. We will estimate the surface roughness for each major land cover
type using information collected in the site visit or from other sources. The model will produce a wind
resource grid (WRG) file for simulating the plant energy production. The WRG file will be adjusted on a
directional basis to the mast data.
Turbine Layout Plan
AWS Truewind will use wind farm design software to optimize the turbine layout in order to maximize
energy production while minimizing wake losses. The layout will take into account appropriate turbine
spacing assumptions, project boundaries, and Dan Cook’s preferences for setback distances from dwellings,
roads, boundaries, and transmission lines. The turbine layout will be added to the GIS and overlaid on the
project topographic maps. Manual adjustments will be made to account for constraints not taken into
account during the optimization process. It’s requested that Dan Cook provide a target plant size for the
layout being developed. If the target plant size is unknown, additional layout charges will apply for each
iteration.
Estimation of Wind Resource Uncertainty
The total uncertainty in the array‐average wind speed will be estimated by combining the following
individual uncertainties: anemometer sensitivity, tower influences, duration of the on‐site measurements,
quality of the correlation with the long‐term reference station(s), the length of the historical reference
period, the expected finance life of the wind project (nominally 10 years), the observed wind shear, the
change in shear above the mast height, and the uncertainty in the spatial distribution of the wind resource
(the wind flow model).
Energy Production Estimates
AWS Truewind will estimate the gross and net energy production potential for the proposed wind plant in
the following steps:
Import WRG and Mast Files
The adjusted WRG file produced by the SiteWind model and the mast files generated from the site data will
be imported into the openWind® model.
Plant Layout and Mast Associations
A plant layout developed by AWS Truewind will be imported into openWind. Each turbine in the layout will
be associated with the most appropriate mast file. This method replaces the Weibull distribution
parameters in the WRG with the observed speed frequency distribution.
Power and Thrust Curves
AWS Truewind requests that Dan Cook provide complete power curve information for the turbine model(s)
to be used in the Wind Resource Assessment and Energy Production Report (EPR). Power values at each 0.5
m/s bin should be provided. This information should include how the power curve varies as a function of air
density, and any other parameter that the manufacturers power curve warranty will depend on, such as
Page | 4 Proposal for Wind Resource Assessment and Energy Production Report
Dan Cook, Alaskan Energy Project, October 26, 2009
turbulence level or noise limitation. The power curve for the air density expected for the site should be
included in this information. If the site air density is not already known, the power curve data should
include air densities ranging from 0.97 kg/m3 to 1.35 kg/m3, with data provided for each 0.01 kg/m3
increment.
AWS Truewind will assist in this process as needed and will confirm the suitability of the chosen turbine
type for the predicted wind regime (IEC Class, turbulence rating). It is the client’s responsibility to execute
non‐disclosure agreements with the appropriate turbine manufactures and upon execution, supply AWS
Truewind with the power curve information to be used in the EPR. If power curve information is not
supplied by the client, then it will not be included in the EPR. If incorrect power curve information is
provided, we will notify the client as soon as this has been identified. Often, this is not evident until
reporting is well underway. If this is the case, the report will be completed using interpolated data from
AWS Truewind’s database or the client will be given an opportunity to acquire the correct power curve
information from the manufacturer. In both cases, additional charges for this effort will apply and will be
charged as time and materials. Changes may affect schedule and will be adjusted accordingly.
Directional Curtailment Loss Estimate
For projects where turbine spacing is less than 3 rotor diameters, AWS Truewind’s engineering staff will
estimate the energy production losses that are likely to result from directional curtailment.
Plant Losses
Plant loss estimates will be based on AWS Truewind’s experience with other projects, the mast data, and
information provided by the client. At a minimum, the following losses will be included: warranted turbine
downtime; correlation of downtime with high winds; blade soiling and icing; electrical losses; parasitic
power usage for turbines equipped for extreme cold; restart from cold‐temperature shutdowns; and high‐
wind control hysteresis. Electrical losses will be estimated based on experience with other projects, or will
be specified by Dan Cook. AWS Truewind will not design the collector or interconnection system or
calculate the losses from an existing design.
Wake Losses
The openWind eddy viscosity turbulent wake model will calculate wake losses. The latest version of this
model includes a correction for losses from multiple rows of closely‐spaced turbines.
Gross and Net Plant Output
We will run the openWind model to calculate the energy output (gross and net of wake losses) both for the
entire plant and for each turbine. Other plant losses will then be subtracted to yield the net energy
production. The results will be examined to ensure that the turbines do not exceed their IEC class, and to
verify that the turbulence range of the power curve is not exceeded.
Uncertainty
We will estimate the sensitivity of the plant output to variations in the array‐average mean wind speed. We
will then convert the wind resource uncertainty estimated previously to an energy production uncertainty,
and add this uncertainty to the uncertainty in plant losses. Assuming a normal distribution of errors, we will
calculate P50, P75, P90, P95, and P99 values of the gross and net plant production over one year and 10
years.
Page | 5 Proposal for Wind Resource Assessment and Energy Production Report
Dan Cook, Alaskan Energy Project, October 26, 2009
DELIVERABLES
AWS Truewind will provide a comprehensive EPR for the proposed wind plant, which will include a detailed
description of the wind resource assessment, energy production estimates and uncertainty estimates.
Detailed tables and charts summarizing the meteorological data will be included, along with a map of the
plant layout overlaid on a topographic map.
SCHEDULE AND BUDGET
The fixed price for the EPR, not including the site visit, is US$26,225. This includes the analysis of 2 years of
data from 1 met tower. Additional charges may be applied if the data quality is poor. The client will be
notified of any data quality issues in advance. The site visit, if performed, will be invoiced on a time and
materials basis.
If additional reference and GeoCover data in necessary, it will be billed on a materials basis, with a 10%
markup.
The final report will be delivered within 8 ‐ 10 weeks from receipt of the signed proposal, 75% deposit,
power curve information required for inclusion in the EPR and delivery of required wind data and plant
design specifications (setbacks, turbine type(s), plant power rating). The balance will be billed upon
submittal of the report. Actual delivery schedule will be determined at time of receipt of the signed
proposal and deposit.
Work requested by the client that is beyond the scope of the work described above will be billed on a time
and materials basis according to Consultant's rate schedule for the year. Once work has commenced, any
temporary suspension of work directed by the client, regardless of the length of suspension, will result in
an additional cost of US$2,000 per work‐suspension incident. This fee will be assessed to the client upon
recommencement of services. In the event any temporary suspension exceeds sixty (60) days, AWS
Truewind shall bill client for the percent complete on all fixed fees services.
The pricing and schedule provided in this proposal are valid for 30 days. All work performed will be subject
to the Terms of Service attached unless client and AWS Truewind have a Master Services Agreement in
effect.
OPTIONAL DELIVERABLES
Analysis of Additional Meteorological Data
AWS Truewind will integrate additional data into the wind resource assessment analysis beyond what is
covered in the Schedule and Budget section.
Cost: The fee for each additional tower is US$1,750, regardless of the amount of data; and the fee for each
additional 6‐month block of data is US$500.
Energy Production Estimates for Additional Turbine Models
AWS Truewind will produce energy production estimates for additional turbine models on a per‐turbine
and whole‐plant basis if requested. Dan Cook will be responsible for obtaining the latest manufacturer‐
warranted power and thrust curve for the additional turbine model(s) to be studied. AWS Truewind will
assist in this process and will confirm the suitability of the chosen turbine type for the predicted wind
regime (IEC Class, turbulence rating).
Page | 6 Proposal for Wind Resource Assessment and Energy Production Report
Dan Cook, Alaskan Energy Project, October 26, 2009
Cost: US$1,500 for each turbine model at the same hub height as was analyzed for the primary turbine
model, assuming no change in layout; US$1,850 for each turbine model at a different hub height than the
primary turbine model, assuming no change in layout.
Delivery of WRG File(s)
AWS Truewind can provide Dan Cook with the WRG file(s) produced during the SiteWind process for use in
wind farm design software.
Cost: US$1,050 per WRG file at one height.
Turbine Suitability Form
AWS Truewind can complete the turbine suitability form for each turbine model evaluated in this analysis.
It’s requested that Dan Cook provide the form to be submitted to the manufacturer along with all other
data needed to complete.
Cost: US$4,000 per suitability form for Siemens turbine models; US$2,500 per suitability form for all other
turbine manufacturers.
12 by 24 Energy Matrix
The 12x24 energy matrix is constructed so as to provide a representative long‐term monthly and diurnal
estimate of the energy output of a proposed wind plant. It is based on a tall tower 8760 hourly wind speed
file that is first scaled to match the predicted project array‐average wind speed and then scaled on a
monthly basis to match the anticipated long‐term seasonal wind speed pattern, according to a nearby
reference station. The gross plant energy production for each hour is determined by associating the mean
wind speed to the power output from the turbine model of interest and then multiplying by the number of
turbines in the array. The power output of the turbine is density‐adjusted on a monthly basis. The net
hourly production takes into account the estimated total (plant and array) wind plant losses. The annual
energy production is then scaled to match the predicted plant output as determined by the openWind
model.
Cost: US$1,575 per matrix.
Creation of an ArcReader CD
A CD‐ROM containing the ESRI ArcReader software and associated data files (roads, project boundaries,
etc.) will be delivered. The ArcReader program will allow a user to view the wind maps produced using
SiteWind, zoom to any area, copy or print maps of any area at any scale, and query the data. By clicking on
a point, the user will be able to call up a data table with the mean wind speed at each height as well as the
elevation, surface roughness, Weibull factors, and speed frequency distribution parameters. A wind rose
chart and data table will also be generated. The CD‐ROM will include a help file describing the use of the
software. Seasonal, monthly, and diurnal data at one hub height (height must be the same as one of the
annual heights used) can optionally be provided as well.
Cost: US$1,025 with no previous GIS. Seasonal maps can be added for US$1,375. Monthly maps can be
added for US$3,375 and diurnal data can be added for US$1,375.
Page | 7 Proposal for Wind Resource Assessment and Energy Production Report
Dan Cook, Alaskan Energy Project, October 26, 2009
POWERFUL SOLUTIONS
Established in 1983, AWS Truewind is one of world’s leading renewable energy consulting firms providing
planning and evaluation services to project developers, electric utilities, government agencies and financial
institutions. Our company has an extensive background in wind and solar energy applications and supports
the complete development lifecycle. Our firm is well known for its expertise in plant siting and design, field
measurements, resource modeling, technology assessment, performance evaluation and forecasting. We
have evaluated over 40,000 MW of planned and operational projects in over 60 countries. For more
information about our company, visit www.awstruewind.com.
Our suite of services includes:
Site identification and evaluation
On‐site resource measurement
High‐resolution resource maps (WindSurvey, MesoMap®, SiteWind®)
Online wind analysis tools (windNavigator®)
Wind farm design and optimization software (openWind®)
Micrositing, plant layout and optimization
Grid interconnection analyses
Energy production estimation and loss analyses
Photo‐simulation, viewshed, shadow flicker and noise analyses
Post‐construction system testing and performance evaluation
Due diligence and independent engineering review
Energy and power production forecasting
Grid integration studies
Page | 8 Proposal for Wind Resource Assessment and Energy Production Report
Dan Cook, Alaskan Energy Project, October 26, 2009
APPENDIX
Figure 1: Alaskan Project Area and Delta Wind Farm 50 M Met Mast
Page | 9 Proposal for Wind Resource Assessment and Energy Production Report
Dan Cook, Alaskan Energy Project, October 26, 2009
DELIVERABLES CHECKLIST
Optional Deliverables
Analysis of Additional Meteorological Data Initial:
Turbine Layout Plan Initial:
Energy Production Estimates for Additional Turbine Models Initial:
Delivery of WRG File(s) Initial:
Turbine Suitability Form Initial:
12X24 Energy Matrix Initial:
Creation of a WindView CD Initial:
Include Seasonal Data Initial:
Include Monthly Data Initial:
Include Diurnal Data Initial:
Project Information
Turbine Model: __________________________
Extreme Weather package (if applicable) _____________________
Hub Height: ______ m
Turbine layout provided (if applicable) OR Project and/or buildable area
Power curve(s) provided
On‐site data provided Number of met towers _________
Terms of Service Page | 1 Proposal for Wind Resource Assessment and Energy Production Report
Dan Cook, Alaskan Energy Project, October 26, 2009
Terms of Service
Note: If a Master Services Agreement is in effect between AWS Truewind (Consultant) and Client, the terms and conditions of
that agreement shall take precedent over these Terms of Service unless otherwise agreed to by the parties.
1. Services ‐ Consultant has been authorized by Client to perform the work set forth in this proposal (the “Services”) and the
parties have agreed to do so upon the terms and conditions set forth below (“Terms of Service”). Hereafter, Consultant and
Client will sometimes be referred to individually as a “party” and jointly as “parties”. Any changes in work, specifications, or
level of effort, that Client determines is necessary or desirable shall be set forth in a written change order specifying the
changes to be affected thereby, and shall not be binding on Consultant until such change order, including changes in contract
price and time for performance, has been mutually agreed to by both parties.
2. Payment ‐ Payments to Consultant for deposits are due prior to commencement of Services. All other payments shall be
made within 30 days of issuance of invoice (“Due Date”). Payment may be made by check, payable in US dollars and drawn on
a US Bank or by wire transfer to Key Bank NA, PO Box 748, Albany, NY 12201, USA, Swift / Routing transit number: 021300077,
Checking account number: 325390049477. All wire charges are to be paid by Client. A late fee of 1 1/2% per month (18% per
annum) will be applied to all balances which remain outstanding as of any Due Date.
All Services performed on a time and materials basis will be billed according to the terms of Consultant’s current rate schedule
for the year in which work is performed.
Client shall promptly review Consultant’s invoices and notify Consultant in writing within fifteen (15) days of any disputed
charges and the reason for rejection. If no such notification is sent then the invoice shall be deemed proper and payment due.
Client agrees to pay all costs on an invoice not in dispute. Client and Consultant shall work promptly, diligently and in good faith
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3. Status as Independent Contractor ‐ Consultant is an independent contractor and shall not act as or be an agent for or
employee of Client. Consultant shall be solely responsible for determining the means and methods for performing the
Services. Consultant shall be solely responsible for complying with and paying any and all taxes applicable to compensation
received under these Terms of Service.
4. Standard of Care ‐ Consultant shall use the degree of usual and customary professional skill and care ordinarily exercised
by members of its profession under similar circumstances practicing in the same or similar locality. The standard of care shall
exclusively be judged as of the time the Services are rendered and not according to later standards.
5. Intellectual Property ‐ As used in these Terms of Service, the term “Consultant IP” shall mean Intellectual Property and the
rights thereto, which are owned or controlled by Consultant. “Intellectual Property” shall mean any and all (by whatever name
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limitation, any work that would be deemed a derivative work, as defined by the United States Copyright Act, thereof),
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specifications, methodology, statistical and atmospheric models and model outputs, processes, procedures, and any other
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Terms of Service Page | 2 Proposal for Wind Resource Assessment and Energy Production Report
Dan Cook, Alaskan Energy Project, October 26, 2009
prior express written consent, neither Client nor its Representatives (as hereafter defined) shall write or develop any derivative
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Terms of Service Page | 3 Proposal for Wind Resource Assessment and Energy Production Report
Dan Cook, Alaskan Energy Project, October 26, 2009
10. Limitation of Liability ‐ TO THE FULLEST EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF
THE TERMS OF SERVICE, THE TOTAL LIABILITY, IN THE AGGREGATE, OF THE CONSULTANT AND THE CONSULTANT’S AFFILIATES,
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NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OF SERVICE TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE
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{This paragraph applicable for Forecasting Services ONLY}: ANY METEOROLOGICAL AND ENERGY PRODUCTION FORECASTS
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Employer’s Liability ‐ $1,000,000 each accident; (ii) Commercial General Liability ‐ $1,000,000 each occurrence, $2,000,000
aggregate; (iii) Worker’s Compensation – required by applicable law; (iv) Automobile Liability – $1,000,000 combined single
limit; (v) Excess Liability ‐ $4,000,000 aggregate; and (vi) Professional Liability ‐ $1,000,000 aggregate.
{This paragraph applicable if SODAR Services are to be provided}: Client shall not relocate Consultant’s sodar (sonic detection
and ranging) equipment. If Client relocates Consultant’s sodar equipment, Client shall assume full responsibility for, and shall
defend, indemnify and hold Consultant harmless from and against, all property damage (including, without limitation, all
damage to Consultant’s equipment), claims and suits whatsoever arising from Client’s relocation of Consultant’s sodar
equipment, whether such claims and suits arise during or after the term of this Terms of Service.
16. Assignment ‐ These Terms of Service shall be binding upon and inure to the benefit of the Parties hereto and their
respective heirs, successors and/or permitted assigns.
17. Information Provided By Others ‐ Consultant shall rely upon the accuracy and completeness of any information,
requirements, reports, data, surveys, and instructions provided by Client to Consultant in the performance of the Services
unless expressly stated otherwise.
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Dan Cook, Alaskan Energy Project, October 26, 2009
18. Compliance with Export Control Laws ‐ Transfer of certain commodities and technical data is subject to United States laws
and regulations including all Export Administration Regulations of the United States Department of Commerce, the
International Traffic in Arms Regulations of the United States Department of State and the executive orders, sanctions
programs and other rules administered by the Office of Foreign Assets Control of the United States Treasury Department. These
laws and regulations, among other things, prohibit, or require a license for, the export or re‐export of certain types of technical
data to certain specified countries. Client hereby agrees and gives Consultant this written assurance that Client will (i) comply
with all United States laws and regulations and any other applicable laws and regulations controlling the export of commodities
and technical data, (ii) be solely responsible for any violation of such by Client, and (iii) defend and hold Consultant harmless in
the event of any legal action of any nature occasioned by such violation.
19. Warranties ‐ Consultant shall pass through to Client any manufacturer and supplier warranties applicable to equipment
installed in performance of the Services. Unless otherwise agreed to by the parties, all equipment furnished hereunder will be
new.
For a period of one (1) year from delivery of a Work Product (the "Warranty Period") should any work (i) be found to not
conform to the requirements of these Terms of Service or (ii) be or become defective due to Consultant’s negligence during the
performance of the Services, and, if any such nonconformance or defect appears during the Warranty Period, the Consultant
shall make any and all repairs or replacements necessary to remedy same at its sole expense and within a reasonable time after
notification by the Client. Consultant hereby disclaims all other warranties whether express or implied.
20. Compliance ‐ Both Consultant and Client shall meet and comply with all applicable standards, rules, regulations, orders,
and requirements of any applicable law governing safety and health in the workplace.
21. Client Obligations ‐ {This Section 21 is applicable for all Services involving site visits or site work}:
Site Specific Safety Requirements. Client shall provide Consultant with any site‐specific health and safety requirements in its
request for Services.
Duty to Notify Consultant of Hazards. Client covenants and warrants that it will provide Consultant with any and all information
known to Client with respect to the existence or possible existence at, on or under any work sites of any hazardous conditions,
materials or pollutants. If unanticipated potentially hazardous conditions, materials or pollutants are encountered during the
course of the work, regardless whether such conditions were known by Client or not, and that in Consultant’s sole and
reasonable opinion, poses a safety risk to Consultant or Consultant’s subcontractors, Consultant shall have the right to suspend
its work immediately. Client, at its cost, shall resolve all such safety risks prior to Consultant’s resumption of work. Client shall
reimburse Consultant for any down time or additional labor costs incurred as a result of such conditions.
Permits and Approvals. Client shall be responsible for obtaining at its sole cost and expense all local, state and federal permits
and approvals, including zoning, building and other regulatory permits, as well as permissions and easements from affected
landowners, tenants and licensees as necessary for the performance of the Services. Client shall provide notice to Consultant
prior to mobilization that all necessary permits, approvals, easements and other permissions have been received.
Access to the Project Site. Client is responsible for (i) ensuring that Consultant has suitable physical access to the project site by
a typical four wheel drive vehicle; (ii) any necessary improvements to and/or the creation of roads in order to establish such
access; and (iii) all site access maintenance including, but not limited to, snow plowing and clearing of brush and downed trees.
Client, at its cost, shall also provide Consultant with any escorts required by Client for access to the project site.
On‐Site Access. Client is responsible for clearing trees, stumps, shrubs, brush, vegetation and debris from the project site as
necessary for the performance of Services.
22. Confidentiality ‐ {This Section 22 is applicable if there is no separate pre‐existing confidentiality agreement between the
parties}:
Confidential Information. “Confidential Information” means any and all confidential and/or proprietary information and data
disclosed by a party to the other party, either directly or indirectly, in writing, or orally, which is designated as “Confidential,”
“Proprietary” or some similar designation. Information that is communicated orally shall be considered Confidential
Information if such information is confirmed in writing as being Confidential Information within ten (10) days after the initial
disclosure. Confidential Information shall not include information which a) is or becomes publicly known and made generally
available in the public domain through no action or inaction of receiving party; b) is already in the possession of receiving party
at the time of disclosure; c) is obtained by receiving party from a third party under circumstances not involving, to the best of
receiving party’s knowledge, any breach of such third party’s obligations of confidentiality; d) is independently developed by
receiving party without use of or reference to disclosing party’s Confidential Information; e) is required by law or governmental
authority to be disclosed; or f) is disclosed with the written consent of disclosing party.
Terms of Service Page | 5 Proposal for Wind Resource Assessment and Energy Production Report
Dan Cook, Alaskan Energy Project, October 26, 2009
Non‐Use and Non‐Disclosure. Each party agrees not to use or to disclose any Confidential Information of the other party to
third parties or to party’s employees, except to those who are required to have the information. Neither party shall reverse
engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s
Confidential Information.
Maintenance of Confidentiality. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid
disclosure and unauthorized use of Confidential Information of the other party. Each party shall be deemed to have met its
obligations hereunder if it takes at least those measures that it takes to protect its own, similar information. Each party shall
reproduce the other party’s proprietary rights notices on any copies, in the same manner in which such notices were set forth
in or on the original.
No Warranty. All Confidential Information is provided “AS IS”. Each party makes no warranties, express, implied or otherwise,
regarding its accuracy, completeness or performance.
Return of Materials. All documents and other tangible objects containing or representing Confidential Information which have
been disclosed by a party to the other party, and all copies thereof which are in the possession of the other party, shall be and
remain the property of disclosing party and shall be promptly returned upon disclosing party’s written request.
Notwithstanding the foregoing, receiving party may retain a copy of any Confidential Information each is required to retain by
law, rule or regulation provided that such Confidential Information is kept confidential in accordance with the terms of this
Agreement.
No License. Nothing is intended to grant or confer a party any rights in or to the Confidential Information of the other party
except as expressly set forth herein.
Remedies. Each party agrees that any violation or threatened violation of this confidentiality provision may cause irreparable
injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies.
The obligations of both parties under this Section 22 shall survive the expiration or termination of these Terms of Service.
Proposal and Terms of Service Accepted by:
_______________________________ __________________________________
Client Signature Print Name
_______________________________ __________________________________
Date Title
Consultant shall send all invoices to the following address for processing:
Client Name: ______________________________
Attention: ______________________________
Address: ______________________________
City, State, Zip: ______________________________
E‐mail: ______________________________
Phone: ______________________________