Business EPC Document

BUSINESS EPC AGREEMENT

This Business EPC Agreement (the Agreement) is entered into as of Effective Date: by and between:

Client Name:

Contractor Name:

WHEREAS

WHEREAS, Client requires engineering, procurement and construction services for the Project identified below; and

WHEREAS, Contractor has the experience, personnel, equipment and licenses necessary to perform such services and is willing to perform the Work subject to the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights, remedies and obligations with respect to engineering, procurement and construction of the Project on the terms contained herein.

Project Identification

Project Name:

Project Location:

Scope of Work

Contractor shall perform the engineering, procurement, construction and commissioning described below. The description constitutes the essential scope and is incorporated into this Agreement by reference. Contractor shall provide all labor, materials, equipment, supervision and services necessary for completion in accordance with accepted industry standards and applicable codes.

Payment Terms

Contract Price (Total Lump Sum): $

Initial Payment (upon execution): $    Due Date:

Milestone Payments (list significant milestones and amounts):

Final Payment upon Substantial Completion: $    Retention withhold:

Late Payment Charge: . Client may withhold payment only for demonstrated defects or incomplete Work after providing written notice and a reasonable cure period.

Term and Termination

Term Commencement Date:    Anticipated Completion Date:

Either party may terminate this Agreement for material breach that remains uncured for a period of following receipt of written notice describing the breach. Client may terminate for convenience upon written notice and payment for Work performed to the date of termination plus reasonable demobilization costs.

Confidentiality

Each party shall hold in confidence and shall not disclose or use for any purpose other than performance of this Agreement any proprietary, technical, commercial or financial information disclosed by the other party and marked confidential or which a reasonable person would understand to be confidential. Confidential information shall not include information that is or becomes publicly available through no breach of this Agreement, already lawfully in the receiving party’s possession, or rightfully obtained from a third party without confidentiality obligation.

Upon termination or expiration, each party shall return or destroy confidential materials upon written request and certify such return or destruction within a reasonable period.

Representations, Insurance and Indemnity

Contractor represents that it is duly organized, has authority to enter into this Agreement and holds all necessary licenses and permits to perform the Work. Contractor shall maintain insurance customary for EPC projects, including commercial general liability, workers’ compensation and employer liability, and automobile liability. Contractor shall indemnify, defend and hold harmless Client from and against third-party claims arising from Contractor’s negligent performance of the Work, subject to the indemnity limitations set forth by the parties.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction: without regard to conflict of law principles.

Entire Agreement

This Agreement, including any attachments, appendices and referenced schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals, representations or agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices

Attachments and Schedules

The parties may attach technical drawings, specifications, milestone schedules, and pricing schedules. List of attachments included with this Agreement:

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