Civil Works Project Document

CIVIL WORKS PROJECT DOCUMENT

Project Information

RECITALS

WHEREAS, Client Name: desires to undertake certain civil works described herein at the Project Location identified above; and

WHEREAS, Contractor Name: represents that it has the skill, personnel, equipment and licenses necessary to perform the civil works; and

WHEREAS, the Parties desire to set forth the terms, scope, schedule, payment and other obligations applicable to the civil works in this Civil Works Project Document.

Scope of Work

The Contractor shall furnish all labor, materials, equipment, supervision and services necessary to perform the civil works described below and in any approved attachments or change orders. The work shall conform to applicable codes, plans, specifications and good engineering practice.

Payment Terms

Contract Sum: The Client shall pay Contractor for the performance of the Work the total amount set forth below, subject to additions and deductions for approved change orders.

Late payments shall accrue interest at the rate specified above from the due date until paid, and Client shall pay all costs of collection, including reasonable attorneys' fees, for overdue amounts.

Term and Termination

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

Termination for Convenience: Either Party may terminate this Agreement for convenience upon written notice delivered no fewer than Notice Period (days): prior to the effective date of termination. Client shall pay Contractor for Work performed to the termination date, including reasonable demobilization costs.

Termination for Cause: Either Party may terminate for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice, or immediately if the breach is not curable and materially impairs the non-breaching Party's ability to receive the benefit of this Agreement.

Confidentiality

The Parties acknowledge that each may receive Confidential Information from the other. "Confidential Information" means all non-public information disclosed in connection with the Project that is designated confidential or that, by its nature, should reasonably be treated as confidential. Each Party shall: (a) use Confidential Information only to perform its obligations hereunder; (b) limit disclosure to employees, consultants and subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is publicly known through no fault of the receiving Party or independently developed by the receiving Party without reference to the disclosing Party's Confidential Information.

Insurance, Indemnity and Compliance

Contractor shall maintain insurance customary for civil works of this size, including commercial general liability, workers' compensation, employer's liability and automobile liability. Contractor shall indemnify, defend and hold harmless Client from and against claims, losses, liabilities and expenses arising out of Contractor's performance, except to the extent caused by Client's negligence or willful misconduct.

Change Orders; Permits and Approvals

Changes to the Scope of Work shall be made only by written change order signed by authorized representatives of both Parties. Change orders shall state adjustments to price, schedule and other affected terms.

Contractor shall obtain and maintain all permits, licenses and inspections required by authorities having jurisdiction and shall comply with applicable laws, codes and regulations.

Warranties; Acceptance

Contractor warrants that the Work shall be free of defects in workmanship and materials for Warranty Period (months): commencing on the date of final acceptance. Final acceptance shall occur after completion, inspection and correction of punch-list items.

Dispute Resolution; Governing Law

The Parties shall attempt in good faith to resolve disputes by negotiation between senior representatives. If unresolved within thirty (30) days, disputes shall be resolved by Method: in accordance with the law of the jurisdiction identified below.

Entire Agreement

This document, together with all exhibits, attachments and executed change orders, constitutes the entire agreement between the Parties with respect to the Work and supersedes all prior negotiations, representations or agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both Parties.

Miscellaneous Provisions

Assignment: Neither Party may assign this Agreement without the prior written consent of the other, except that either Party may assign to an affiliate or to a successor in interest in connection with a sale of substantially all of its assets or business to which this Agreement relates. Notices shall be in writing and delivered to the addresses of the Parties provided in this document.

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