Business EPC Template

BUSINESS EPC AGREEMENT

This Business EPC Agreement (the Agreement) is entered into as of (Effective Date) by and between (Client) and (Contractor). Client and Contractor are each a Party and together the Parties.

WHEREAS

WHEREAS, Client desires to engage Contractor to perform engineering, procurement and construction services for the project described as located at ;

WHEREAS, Contractor represents that it has the technical expertise, personnel, equipment and licenses necessary to perform the services described herein in a professional manner and in accordance with industry standards; and

WHEREAS, the Parties desire to set forth the terms and conditions governing Contractor’s performance and Client’s payment for the engineering, procurement and construction services.

SCOPE OF WORK

Contractor shall perform the Scope of Work in accordance with accepted industry practice, applicable codes and regulations, permits obtained by the responsible Party as set forth in this Agreement, and the schedule described in the Scope of Work. Contractor shall supply qualified personnel, materials, equipment and supervision necessary to complete the Work.

PAYMENT TERMS

All undisputed invoices shall be due and payable by Client within days of receipt. Overdue amounts shall accrue interest at per month (or the maximum lawful rate, if less). Client may withhold payment for Work not performed in conformity with this Agreement or for amounts disputed in good faith.

TERM AND TERMINATION

This Agreement commences on the Start Date: and continues until the Completion Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon providing days' prior written notice to the other Party. Upon termination for convenience, Client shall pay Contractor for Work performed and reasonable demobilization costs as of the termination date.

Either Party may terminate for material breach if the breaching Party fails to cure the breach within 15 days after receipt of written notice specifying the breach. Termination for cause is without prejudice to either Party’s right to seek damages or equitable relief.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other Party that is designated confidential or that reasonably should be understood to be confidential. Receiving Party shall: (a) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only for performance under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Confidentiality obligations shall survive termination of this Agreement for a period of years, provided that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INSURANCE, INDEMNITY AND WARRANTIES

Contractor shall maintain insurance customary for work of this nature, including commercial general liability, employer's liability and automobile liability insurance, in amounts sufficient to protect both Parties. Contractor shall indemnify, defend and hold harmless Client from and against third-party claims arising out of Contractor’s negligent performance or willful misconduct, subject to any limitations of liability expressly set forth below.

Contractor warrants that Work shall be free from material defects in workmanship for a period of months following substantial completion. Remedies for breach of this warranty shall include repair or replacement of defective Work at Contractor's expense.

FORCE MAJEURE

Neither Party shall be liable for delays or failures to perform resulting from causes beyond its reasonable control, including acts of God, labor disputes, governmental actions, inability to obtain materials or utilities, acts of public enemies, epidemics, pandemics, or severe weather, provided that the affected Party gives prompt written notice and uses commercially reasonable efforts to resume performance.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without giving effect to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments, exhibits and written change orders executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, proposals, negotiations and agreements, whether written or oral. Any modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

NOTICES

Notices under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth above, or to such other address as a Party may designate by written notice to the other Party.

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 Party, except that either Party may assign to an affiliate or in connection with a sale of substantially all of its assets or equity.

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