Compressor Installation Service Agreement

COMPRESSOR INSTALLATION SERVICE AGREEMENT

This Compressor Installation Service Agreement (the "Agreement") is entered into as of by and between Client Name: (Client) and Contractor Name: (Contractor).

RECITALS

WHEREAS, Client requires professional installation services for an industrial compressor system described as: at the Site identified below; and

WHEREAS, Contractor represents that it has the experience, personnel, tools, and licenses to perform installation, testing, and commissioning of compressor equipment in accordance with industry standards and applicable law.

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform the installation services.

SITE & IDENTIFICATION

SCOPE OF WORK

Contractor shall furnish all labor, materials, tools, equipment, supervision and permits necessary to perform the installation and commissioning of the compressor equipment described above. Work shall include, at a minimum, delivery, setting and anchoring of the compressor, base/foundation work where specified, piping and connections to existing systems, electrical connection to the dedicated circuit, controls integration, vibration isolation, start-up, performance testing, and demonstration to Client.

PAYMENT TERMS

Contract Price: Client agrees to pay Contractor the sum of $ (the "Contract Price"), subject to adjustments for approved change orders and taxes where applicable.

Invoices are due within days of invoice. Late payments shall incur interest at per month (or the maximum lawful rate), plus reasonable collection costs. Unless otherwise stated, payments shall be made to Contractor at the address indicated in Contractor's invoice.

Pricing Basis: Fixed Price Time & Materials

TERM AND TERMINATION

Term: This Agreement commences on and shall continue until completion of the Work or until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the date of termination. Upon termination for convenience, Contractor shall be entitled to payment for Work performed and reasonable demobilization costs.

Termination for Cause: Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within fourteen (14) days after receipt of written notice specifying the breach, or immediately if the breach is not curable.

CONFIDENTIALITY

Each party shall treat as confidential all information disclosed by the other party in connection with the Work that is marked or reasonably should be considered confidential, including technical data, pricing and trade secrets. Confidential information shall not be disclosed to third parties and shall be used solely for performance under this Agreement. This obligation shall survive termination for a period of years, except where a longer period is required by law.

INSURANCE & INDEMNIFICATION

Contractor shall maintain commercial general liability, workers' compensation, automobile liability and employer's liability insurance in amounts customary for the industry. Contractor shall provide certificates of insurance upon request. Contractor agrees to indemnify, defend and hold Client harmless from and against claims, liabilities, losses and expenses arising out of Contractor's negligent performance of the Work, except to the extent caused by Client's negligence or willful misconduct.

WARRANTY, ACCEPTANCE & TESTING

Contractor warrants that materials and workmanship furnished under this Agreement shall be free from defects for a period of twelve (12) months from Substantial Completion, except for consumables and equipment covered by manufacturer's warranties. Upon completion, Contractor shall perform acceptance testing to confirm performance to the agreed specifications. Client will have ten (10) days to inspect and report nonconformities; Contractor will correct proven deficiencies promptly at Contractor's expense.

CHANGES / FIELD DIRECTIVES

Any changes to the Scope of Work shall be executed only by a written change order signed by authorized representatives of both parties. Change orders shall specify adjustments to the Contract Price and schedule. Contractor shall notify Client promptly of unforeseen conditions that may affect cost or schedule.

PERMITS, LAWS, SAFETY

Contractor shall obtain and pay for permits required solely by Contractor's scope and shall comply with all applicable codes, laws and safety regulations. Client shall be responsible for site access, any site-specific permits identified in the Scope, and for notifying Contractor of any known site hazards prior to mobilization.

Contractor to obtain permits: Yes No

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance due to events beyond its reasonable control, including acts of God, labor disputes, governmental actions, shortages of materials, or severe weather, provided the affected party gives prompt written notice and uses commercially reasonable efforts to mitigate the delay.

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.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, attachments, and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is found 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, except that Contractor may assign to an affiliate or in connection with a financing.

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