Artisan Rail Business Agreement

Artisan Rail Business Agreement

Effective Date:

Parties

Recitals

WHEREAS, Artisan is engaged in the business of providing specialized railcar fabrication, refurbishment, inspection and related artisan services tailored to heritage, shortline, and industrial rail operations; and

WHEREAS, Client desires to retain Artisan to perform the services described in this Agreement and Artisan is willing to perform such services under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

Scope of Work

Artisan shall provide the services, deliverables and materials described below. All work shall be performed in a professional manner consistent with industry standards applicable to railcar work and shall comply with all applicable safety regulations.

Payment Terms

Client shall pay Artisan in accordance with the following fees and schedule. All amounts are stated in the currency indicated and exclude taxes unless otherwise specified.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above; termination for cause is without prejudice to any other remedy at law or in equity. Termination shall not relieve Client of obligation to pay for work performed and costs incurred up to the effective date of termination.

Confidentiality

"Confidential Information" means non-public technical, commercial, operational, pricing, and other information disclosed by one party to the other in connection with this Agreement. The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information only for purposes of performing under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, consultants and subcontractors who have a need to know and are bound by confidentiality obligations no less restrictive than those contained herein.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt written notice and cooperates to seek protective measures. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

Warranties; Liability; Indemnification

Artisan warrants that services will be performed in a workmanlike manner consistent with prevailing industry standards for similar rail-related work for a period of 90 days from acceptance, unless a different warranty period is stated in the Scope of Work. EXCEPT FOR THE EXPRESS WARRANTY STATED IN THIS PARAGRAPH, ARTISAN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Neither party shall be liable to the other for consequential, incidental, special or punitive damages arising out of or related to this Agreement, except for liability arising from willful misconduct or gross negligence. The parties agree that Artisan's aggregate liability for any claim arising out of this Agreement shall be limited to the fees actually paid by Client to Artisan under this Agreement for the specific services giving rise to the claim.

Client shall indemnify, defend and hold harmless Artisan and its officers, employees and agents from and against any third-party claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of Client's negligence, willful misconduct, or breach of this Agreement.

Insurance

During performance of the services, Artisan shall maintain commercial general liability insurance, worker's compensation and any other coverage required by law. Upon request, Artisan will provide certificates of insurance evidencing such coverage. Nothing in this Agreement shall be construed to limit Client's rights to require higher limits where reasonably necessary for the scope of work.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. Any action to enforce this Agreement shall be brought in the state or federal courts located within that state.

Entire Agreement; Amendments

This Agreement, including any exhibits, schedules and accepted statements of work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, understandings and representations. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of all or substantially all assets.

Signatures

Sign Now