Control Systems Document Template

CONTROL SYSTEMS DOCUMENT TEMPLATE

This Control Systems Agreement (the "Agreement") is entered into as of (Effective Date) by and between:

Client Name:   Client Address:

Contractor Name:   Contractor Address:

RECITALS

WHEREAS, Client operates facilities that require design, implementation, integration, testing, and maintenance of control systems and related components; and

WHEREAS, Contractor represents that it has the necessary expertise to provide control system engineering, programming, evaluation, and commissioning services in accordance with industry standards and the specifications set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the design, delivery, installation, testing, acceptance, and ongoing support of such control systems.

SCOPE OF WORK

Deliverables shall include system design documentation, wiring diagrams, ladder or logic code, operator interface screens, test procedures, and as-built documentation. Contractor shall perform Factory Acceptance Testing (FAT) followed by Site Acceptance Testing (SAT) in accordance with mutually agreed acceptance criteria contained in the Scope of Work.

PAYMENT TERMS

Unpaid amounts shall accrue interest at the rate of % per month (or the maximum permitted by law, if lower) from the date due until paid. Client is also responsible for reasonable collection costs and attorneys' fees incurred by Contractor in enforcing payment.

TERM AND TERMINATION

Term Commencement: .   Term Expiration: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach. Termination shall not affect payment obligations for work performed and accepted prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all nonpublic technical and business information, including but not limited to system designs, specifications, source code, process diagrams, performance data, pricing, and customer information, disclosed by one party (Discloser) to the other (Recipient) either directly or indirectly. Recipient shall (i) use Confidential Information solely for the performance of this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (iii) not disclose Confidential Information to any third party except to employees, subcontractors, or consultants who have a need to know and who are bound by written confidentiality obligations no less restrictive than those in this Agreement.

Confidential Information does not include information that is independently developed by Recipient without use of Discloser's Confidential Information, becomes publicly known through no fault of Recipient, or is rightfully obtained by Recipient from a third party without restriction. Upon termination or expiration of this Agreement, Recipient shall return or destroy all Confidential Information of Discloser upon request, except as required to be retained for legal or regulatory purposes.

INTELLECTUAL PROPERTY; LICENSES

Contractor shall retain ownership of pre-existing intellectual property and development tools, methods, and libraries. Subject to Client's payment in full, Contractor grants Client a non-exclusive, non-transferable license to use deliverables and associated object code solely for Client's internal operations at the site(s) specified in the Scope of Work. To the extent deliverables include third-party software, Contractor will pass through to Client any supplier licenses; Client's use will be governed by those licenses.

WARRANTY AND LIMITATION OF LIABILITY

Contractor warrants that deliverables will materially conform to the specifications set forth in the Scope of Work for a period of months from acceptance. Contractor's sole obligation under this warranty shall be, at Contractor's option, to repair or replace nonconforming deliverables or refund the portion of the fees attributable to such deliverables. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CONTRACTOR'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT.

CHANGE ORDERS

Any change to the Scope of Work, schedule, or fees must be set forth in a written change order signed by authorized representatives of both parties. Contractor shall not be required to perform work outside the Scope of Work without an executed change order.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve disputes promptly through negotiation between senior executives, and, if unresolved within thirty (30) days, to submit disputes to mediation prior to pursuing litigation.

ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including the Scope of Work and any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. If any provision is held unenforceable, the remainder of the Agreement shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision to effect the original intent.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice. Notices shall be deemed given when delivered by hand, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

ADMINISTRATIVE INFORMATION

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