Fill and Sign the Agreement between Owner and Contractor This Agreement Made in Form

Contract for Design and Construction of Manufacturing Facility Agreement made on the __________________________ (date), between ______________________________________ (Name of Contractor), a corporation organized and existing under the laws of the state of ______________, with its principal office located at ____________________________________________________________________________ _____________________________________ (street address, city, county, state, zip code), referred to herein as Contractor , and ______________________________ (Name of Owner), a corporation organized and existing under the laws of the state of ________________, with its principal office located at ________________________________________________________ _____________________________________ (street address, city, county, state, zip code), referred to herein as Owner.Whereas, Contractor has developed and acquired specialized, novel, and unique techniques, inventions, practices, knowledge, skill, experience, and other proprietary information relating to (description of specific manufacturing process) __________________________ ____________________________________________________________________________ ________________________________________________________________________; andWhereas, Owner desires to have engineered, designed, procured and constructed a (description of specific manufacturing process) ___________________________________ __________________________________________ facility of Contractor design, consisting of ____________________________________ (type of machine) and _____________________ ____________________ (type of system) systems, having the parts, components, equipment, foundation, and specifications as set forth in the attached Schedule A to be located at _________________________________________________________________________________________________________________ (street address, city, county, state, zip code);Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Services of ContractorA. Contractor shall perform such detailed engineering as is necessary to prepare designs and specifications for the procurement of all equipment and material for the construction of the facility.B. Contractor shall purchase, expedite, and inspect to the extent it deems necessary all equipment and material required to be included in this facility.C. Contractor shall construct the facility, mechanically complete it, start it up, and meet the performance tests defined in the attached Schedule B.D. Contractor shall arrange for training of up to a maximum of ________ (number) of Owner's machine operators at the location of a ______________________________ (type of machine) machine operated by another _______________________________ _______________________ (type of manufacturing or business) company having a similar ___________________________ (type of machine) machine. The training shall be at a mutually convenient time, not exceeding an aggregate of _____ (number) weeks prior to the completion of the facility. Owner, however, shall be responsible for all travel and living expenses, salaries, and accident insurance protection of the operators furnished as above provided. E. Contractor shall complete the facility within _______ (number) to ______ (number) following execution and delivery of this Agreement.F. Contractor, without charge, shall provide one ___________________________ (type of copy) copy of all necessary design and detail drawings of the foundations, the ___________________________ (type of machine) machine, ___________________ _______________ (type of system) systems, and the other equipment for the facility.G. Contractor, without charge, shall supply __________ (number) sets of manuals pertaining to operation, maintenance, and repair of the equipment.H. Contractor shall furnish a fully paid license for use of the __________________ ________________ (type of machine) machine, engineering information, and such technical data and know-how as may be necessary for operation of the _____________ ________________________ (type of machine) machine.2. Payment by OwnerOwner shall pay to Contractor in respect of engineering, design, procurement, and construction, as outlined in Schedule A, the total amount of $____________. The total amount shall be paid as follows:A. _________ (Percentage) % progress payments, payable monthly.B. __________ (Percentage) % payable when the machines are ready for initial operation. Readiness for initial operation means when Contractor is satisfied that the facility will pass the acceptance test and Contractor advises in writing that the facility is ready for Owner's initial operation.C. The balance payable upon completion of the performance test as described in Schedule C or within ________ (number) days after readiness for initial operation if delay is due to the fault of Owner.3. Services of Owner Owner shall:A. Provide full information as to its requirements for the project;B. Assist Contractor by placing at its disposal all available information pertinent to the site of the project including previous reports and any other data relative to design and construction of the project;C. As necessary, furnish Contractor adequate space in the existing (description of building) _______________________________________________________ building; boundary, right-of-way, topographic and utility surveys; core borings, probings, and subsurface explorations; hydrographic surveys; laboratory tests and inspections of samples and materials; and other special consultations, all of which Contractor may rely upon in its preparation of the drawings and specifications;D. Guarantee access to and make all provisions for Contractor to enter upon public and private lands as required for Contractor to perform its work under this Agreement;E. Examine all studies, reports, sketches, estimates, specifications, drawings, proposals, and other documents presented by Contractor and render in writing decisions pertaining to the same within a reasonable time so as not to delay the work of Contractor;F. Designate in writing a person to act as Owner's representative with respect to the work to be performed under this Agreement (such person shall have complete authority to transmit instructions, receive information, interpret and define Owner's policies and decisions with respect to materials, equipment, elements, and systems pertinent to the work covered by this Agreement);G. Give prompt written notice to Contractor whenever Owner observes or otherwise becomes aware of any defect in the project; andH. Obtain approval of all governmental authorities having jurisdiction over the project and such approvals and consents from such other individuals or bodies as may be necessary for completion of the project.4. Contractor's Liability InsuranceContractor shall maintain such insurance as will protect it from claims which may arise from and during operations under this Agreement as follows:A. Workmen's compensation and occupational disease insurance as required;B. Comprehensive automobile liability insurance with limits of $ ______________ (dollar amount of automobile liability insurance for bodily injury) bodily injury and $______________ (dollar amount of automobile liability insurance for property damage) property damage; andC. Comprehensive general liability insurance including completed operations, with limits of $_________________ (dollar amount of liability insurance for bodily injury) and $___________________ (dollar amount of liability insurance for property damage) broad form property damage. D.Certificates of insurance for which Contractor is responsible shall be filed with Owner if it so requires. The policies shall be made available for inspection by Owner if it so requests.5. Fire and Extended Coverage InsuranceA. Owner's Responsibility.Owner shall effect and maintain for the benefit of itself, Contractor, its subcontractors, suppliers, and any other interested persons, as their interests may appear, fire, extended coverage, vandalism, and malicious mischief insurance upon the entire facility for which the work of this agreement is to be done, at not less than the replacement cost to Owner, including items of labor and materials connected with the same whether in or adjacent to the facility insured, materials in place or to be used as part of the permanent construction or erection, including surplus materials, protective fences, bridges, or temporary structures, miscellaneous materials, and supplies incident to the work, and such scaffolding, stages, towers, forms, and equipment as are not owned or rented by Contractor. The loss, if any, is to be adjustable with Owner subject to the approval of Contractor, which shall not be unreasonably withheld, and is to be payable to Owner and the interested parties as their interests may appear. Any insurance proceeds received by Owner in respect of any of the events referred to above that occur prior to the completion date shall be turned over to Contractor for use by it in replacing the property damaged or destroyed by such event; any portion of such proceeds not so used will be returned to Owner promptly after such replacement. Certificates of insurance for which Owner is responsible shall be filed with Contractor. The policies shall be made available for inspection by Contractor if it so requests.B. Contractor's Responsibility. Fire insurance shall be obtained by Contractor to cover any tools (excluding tools owned by mechanics), equipment, scaffolding, stages, towers, and forms owned or rented by Contractor , the cost of which insurance is included in the cost of the work. Contractor will not commence construction work until it has furnished to Owner the certificates of insurance evidencing that the insurance to be provided by Contractor is in force.6. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 7. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _________________. 8. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 9. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 10. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 11. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 12. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 13.Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. WITNESS our signatures as of the day and date first above stated.______________________________ ________________________________(Name of Owner) (Name of Contractor) By: ______________________________ By: ______________________________ _________________________________ _________________________________(Printed name & Office in Corporation) (Printed name & Office in Corporation___________________________ _________________________(Signature of Officer) (Signature of Officer)