Fabrication Business Document

Fabrication Business Agreement

This Fabrication Business Agreement (the Agreement) is entered into as of (Effective Date) between:

RECITALS

WHEREAS, Client requires custom fabrication services for the project described as ;

WHEREAS, Fabricator represents that it has the experience, personnel, equipment, and expertise to fabricate and deliver the items and perform services described in this Agreement in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the fabrication, delivery, testing, and acceptance of the fabricated goods and related services.

SCOPE OF WORK

Fabricator shall perform fabrication, assembly, finishing, testing, and delivery as described below and in any referenced attachments. Fabricator shall provide materials, labor, equipment, supervision, permits, and quality control necessary to complete the work.

Deliverables shall be inspected upon delivery. Acceptance shall occur when Client provides written acceptance or fails to provide written rejection specifying defects within calendar days of delivery.

PAYMENT TERMS

Client shall pay Fabricator the total contract price set forth below in accordance with the schedule and conditions herein. All payments are due in United States dollars unless otherwise agreed in writing.

Invoices are payable within days of invoice date. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate allowed by law plus reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

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 that remains uncured for days after written notice specifying the breach.

Upon termination, Client shall pay Fabricator for all work performed and reasonable demobilization costs up to the effective date of termination. Fabricator shall deliver all completed or partially completed work and any materials purchased specifically for Client, to the extent paid for by Client.

CONFIDENTIALITY

Each party shall maintain in confidence all proprietary information disclosed by the other party in connection with this Agreement that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information.

The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose it except to employees, contractors, or affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidentiality obligations survive termination for years.

CHANGES AND CHANGE ORDERS

Any changes to the Scope of Work shall be made only by written change order signed by authorized representatives of both parties, specifying revisions to scope, schedule, price, and any other affected terms. Work performed without an executed change order will be at the Fabricator's risk and not subject to payment unless approved in writing by Client.

WARRANTIES, INSURANCE, AND INDEMNITY

Fabricator warrants that fabricated goods will conform to the specifications and be free from defects in workmanship and materials for a period of months from date of acceptance. Fabricator's sole obligation for breach of this warranty will be, at Fabricator's option, repair or replacement of nonconforming goods or refund of amounts paid for such goods.

Fabricator shall maintain insurance customary for the industry, including commercial general liability and workers' compensation, and shall provide evidence of such insurance upon Client request prior to commencement of work.

Each party agrees to indemnify, defend, and hold harmless the other party from and against liabilities, losses, damages, and expenses arising from the indemnifying party's negligence, willful misconduct, or material breach of this Agreement, subject to applicable law and any insurance coverage.

Certificate of insurance to be provided prior to commencement of work

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to negotiate in good faith to resolve disputes. If unresolved, disputes shall be submitted to binding arbitration in the county where the Fabricator's principal place of business is located, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including any 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, proposals, and communications, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a sale of substantially all assets or equity.

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