Business FCAW Document

BUSINESS FCAW SERVICE AGREEMENT

Effective Date:

Client Name:    Contractor Name:

RECITALS

WHEREAS, Contractor is engaged in the business of performing flux-cored arc welding (FCAW) and related fabrication services and possesses the skill, equipment, and licenses necessary to perform such services in accordance with applicable industry standards and codes;

WHEREAS, Client desires to retain Contractor to perform FCAW welding and related services at the project location(s) described in the Scope of Work below, and Contractor agrees to provide such services subject to the terms and conditions of this Agreement;

WHEREAS, the parties intend by this Agreement to set forth the full and complete understanding with respect to the services, compensation, schedule, confidentiality, and other material terms.

SCOPE OF WORK

Contractor shall furnish all labor, materials, equipment, tools, supervision, and incidentals necessary to perform FCAW welding services described herein. Contractor shall perform work in accordance with the following specifications and standards:

PAYMENT TERMS

Total Contract Price:

Late Payment Fee: . Client agrees to reimburse Contractor for reasonable collection costs, including attorneys' fees, for past-due amounts.

TERM AND TERMINATION

Term Commencement Date:    Anticipated Completion Date:

Either party may terminate this Agreement for convenience upon written notice at least days prior to the proposed termination date. In addition, either party may terminate for cause if the other party materially breaches this Agreement and fails to cure the breach within a commercially reasonable period not to exceed 30 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party in connection with this Agreement, including technical data, specifications, trade secrets, pricing, project plans, and client lists, but excludes information which is (a) generally known to the public through no fault of the receiving party, (b) lawfully obtained from a third party without restriction, or (c) independently developed without use of the disclosing party's Confidential Information.

Obligations: The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use such information solely to perform its obligations under this Agreement, and (iii) limit disclosure to employees, subcontractors, and advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality Term (years): . The obligations regarding trade secrets shall survive for so long as such information remains a trade secret under applicable law.

INSURANCE; WARRANTIES

Contractor shall maintain commercial general liability insurance, workers' compensation, and any other insurance required by law or reasonably necessary for the performance of the services. Contractor warrants that workmanship will be free from material defects for a period of months from completion, subject to normal wear and tear and Client's compliance with any maintenance requirements.

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 law principles. Venue for any action arising out of or relating to this Agreement shall be in the state or federal courts located in the county where the Contractor maintains its principal place of business unless otherwise agreed in writing.

ENTIRE AGREEMENT

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

ADDITIONAL PROVISIONS

Execution: The individuals signing below represent and warrant that they are authorized to bind their respective parties to the terms of this Agreement.

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