Earthmoving Project Document

Earthmoving Project Document

Parties

Client Name:

Contractor Name:

Recitals

WHEREAS, Client desires to engage Contractor to perform earthmoving, grading, excavation, hauling and related site preparation services at the project location described below; and

WHEREAS, Contractor represents that it possesses the necessary equipment, licenses, insurance and experience to perform the required earthmoving services in accordance with the terms and specifications set forth in this document; and

WHEREAS, the parties desire to set forth their entire agreement respecting the scope of work, payment, schedule, and other obligations with respect to the Project.

Project Identification

Scope of Work

Contractor shall perform the following work and supply all labor, equipment, materials and supervision necessary to complete the work in a good and workmanlike manner in accordance with industry standards and applicable laws and regulations:

Acceptance criteria: Final grade tolerances, compaction requirements, disposal locations for excavated material, and restoration requirements will be as follows:

Payment Terms

Contract Price (Total): $

Late payment: Amounts not paid within days of invoice due date will incur a late fee equal to % per month or the maximum permitted by law, whichever is less.

Change Orders and Variations

Any change to the scope, materials, quantities, sequence, or schedule must be documented in a written change order signed by authorized representatives of both parties. Change orders shall describe the work, the contract price adjustment, if any, and any extension of time.

Term and Termination

Term Start Date: . Term End Date (estimated): .

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice. Client may terminate for convenience upon written notice and payment for work performed and demobilization costs as reasonably substantiated.

Safety, Permits and Insurance

Contractor shall comply with all applicable safety and environmental laws and maintain, at Contractor’s expense, general liability insurance and workers’ compensation coverage in forms and amounts consistent with industry practice. Certificates of insurance shall be provided upon request and prior to commencing work.

Confidentiality

Each party acknowledges that it may receive confidential or proprietary information of the other party. Each party agrees to keep such information confidential and not to disclose it to third parties except as required by law or as necessary to perform the services. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party, was rightfully received from a third party without restriction, or was independently developed.

Indemnification

Contractor agrees to indemnify, defend and hold harmless Client and its agents from and against claims, liabilities, losses and expenses, including reasonable attorneys’ fees, arising out of Contractor’s negligent acts, omissions or willful misconduct in performing the work, except to the extent caused by Client’s negligence or willful misconduct.

Delays and Force Majeure

Neither party shall be liable for delays or failures to perform to the extent caused by events beyond its reasonable control, including acts of God, extreme weather, strikes, shortages of materials, or governmental actions. The affected party shall give prompt written notice and use 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 conflicts of law principles.

Entire Agreement; Amendments

This document, including any attached exhibits or signed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals, representations or agreements, whether written or oral. This Agreement may be amended only by a written instrument signed by both parties.

Dispute Resolution

The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives who have authority to settle. If the dispute is not resolved within 30 days, the parties may pursue remedies in a court of competent jurisdiction in the governing law state.

Acknowledgment

Each party represents that it has the authority to enter into this Agreement, that it has read and understands the terms, and that it has received adequate consideration for its obligations herein.

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