Commissioning Document Template

COMMISSIONING DOCUMENT TEMPLATE

RECITALS

Client Name:     Contractor Name:

Commission Number:     Project Name:

Effective Date:

WHEREAS, Client desires to engage Contractor to perform commissioning services for the Project described above and Contractor represents that it has the necessary qualifications, experience, personnel, and equipment to perform such services in accordance with this commissioning document and applicable industry standards;

WHEREAS, the parties intend for this document to set forth the scope, schedule, payment terms, acceptance criteria and other contractual obligations governing the commissioning work to be performed by Contractor for Client.

SCOPE OF WORK

SCHEDULE AND MILESTONES

Final Commissioning Report Due By:

PAYMENT TERMS

Late fee:     Remedies: Client agrees that Contractor may suspend further work if amounts due are not paid within days after invoice date.

TERM AND TERMINATION

Term Commencement Date:     Term Expiration Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure within days after written notice. Either party may terminate for convenience upon days' prior written notice, subject to payment for work performed to date.

CONFIDENTIALITY

Each party shall maintain in strict confidence all non-public information of the other party designated as confidential or that reasonably should be understood to be confidential given its nature ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the recipient; (b) is rightfully received from a third party without restriction; or (c) is independently developed by recipient without reference to the disclosing party's Confidential Information.

ACCEPTANCE & COMMISSIONING CERTIFICATION

Upon completion of the Work, Contractor shall prepare a Commissioning Report documenting tests performed, results, deviations, and recommendations. Client shall review and either provide written acceptance or provide written notice of deficiencies within days of receipt. Final Acceptance occurs upon Client's written sign-off or deemed acceptance if Client fails to timely respond.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against claims, liabilities, losses, damages and expenses arising out of the indemnifying party's negligence or willful misconduct in the performance of this Agreement; provided that a party's indemnity obligations shall be limited to the extent caused by its own acts or omissions.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the courts located in that state for resolution of disputes.

ENTIRE AGREEMENT; AMENDMENT

This document, together with any referenced exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

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