Fiberglass Services Agreement

Fiberglass Services Agreement

This Fiberglass Services Agreement (the Agreement) is made and entered into as of by and between Contractor Name: (Contractor), a business organized as: Individual Corporation LLC with principal place of business at ; and Client Name: with principal place of business at .

RECITALS

WHEREAS, Contractor is engaged in the business of providing fabrication, repair, and installation services involving fiberglass-reinforced materials, specialized resins, molds, and associated finishing processes; and

WHEREAS, Client desires to retain Contractor to perform the work described herein at the location(s) specified and Contractor is willing to perform such work under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that Contractor perform the Services (as defined below) and that Client pay Contractor the compensation provided herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. SCOPE OF SERVICES

1.1 Services. Contractor shall perform the fiberglass fabrication, repair, installation and finishing services described in the Project Scope. Contractor shall provide materials, labor, equipment, and supervision necessary to complete the Services in a professional and workmanlike manner consistent with industry standards.

2. MATERIALS, STANDARDS AND SUBCONTRACTING

2.1 Materials and Standards. Unless otherwise specified in the Project Scope, Contractor shall supply all fiberglass materials, resins, gel coats, core materials and fasteners necessary for performance. All materials shall be of merchantable quality and suitable for their intended purpose and shall conform to applicable specifications and codes referenced in the Project Scope.

2.2 Subcontracting. Contractor may subcontract portions of the Services to qualified subcontractors; provided, however, Contractor shall remain fully responsible for the performance of the Services and for compliance with this Agreement.

3. CHANGE ORDERS

3.1 Written Change Orders. Any change in the scope, price or schedule shall be made only by a written change order signed by both parties. Contractor shall not be required to perform work outside the Scope of Services absent a signed change order.

4. SCHEDULE; DELAYS

4.1 Schedule. Contractor shall use commercially reasonable efforts to meet the schedule set forth in the Project Scope. Time is of the essence with respect to material schedule milestones expressly designated as such.

4.2 Excusable Delays. Contractor shall not be liable for delays caused by acts of God, shortages of materials, strikes, governmental actions, delays by Client or other events beyond Contractor's reasonable control. In the event of excusable delay Contractor shall be entitled to an equitable extension of time and, where appropriate, additional compensation for increased costs.

5. PRICE, INVOICES AND PAYMENT

5.1 Contract Price. Client shall pay Contractor the total price set forth in this Agreement or as set forth in a signed proposal and any change orders (Contract Price).

6. TAXES, PERMITS AND ACCESS

6.1 Taxes and Permits. Unless otherwise agreed, Client shall be responsible for obtaining and paying for required permits, inspections and utility connections at the Site. Sales, use and other taxes applicable to the sale of goods and services hereunder shall be paid by Client unless Contractor is required by law to collect such taxes.

6.2 Site Access. Client shall provide Contractor and Contractor’s personnel reasonable access to the Site, utilities and safe working conditions. Contractor shall comply with Client site rules of which Client notifies Contractor in writing.

7. INSPECTION AND ACCEPTANCE

7.1 Inspection. Client shall inspect completed work within a commercially reasonable time after notice of completion. Acceptance shall be deemed upon written acceptance by Client or failure to provide a written rejection specifying non-conforming items within ten (10) days following notice of completion.

7.2 Rejection and Correction. Where work is rejected for failure to conform to the Agreement, Contractor shall, at Contractor’s expense and within a reasonable cure period, correct such non-conforming work.

8. WARRANTIES

8.1 Contractor Warranty. Contractor warrants that the Services will be free from defects in materials and workmanship for a period of from the date of acceptance. This warranty does not cover defects resulting from ordinary wear and tear, misuse, alteration by others, or improper maintenance by Client.

8.2 EXCEPT AS EXPRESSLY STATED IN THIS SECTION 8, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

9.1 Contractor agrees to indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses and expenses (including reasonable attorneys’ fees) arising out of Contractor’s negligent acts, omissions, or willful misconduct in performing the Services. Client agrees to indemnify Contractor for claims arising from Client-supplied designs, specifications, or client-controlled site conditions.

10. INSURANCE

11. LIMITATION OF LIABILITY

11.1 Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages. Contractor’s total liability for any claim under this Agreement shall not exceed the Contract Price paid by Client to Contractor for the Services giving rise to the claim.

12. TERMINATION

12.1 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach.

12.2 Termination for Convenience. Client may terminate for convenience upon written notice to Contractor. In such event Contractor shall be paid for Services performed to the date of termination and for reasonable demobilization costs.

13. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

13.1 Confidential Information. Each party shall keep confidential and shall not disclose to third parties any non-public technical or business information received from the other party and shall use such information only for purposes of performing under this Agreement.

13.2 Intellectual Property. Unless otherwise agreed in writing, Contractor retains ownership of proprietary manufacturing processes, molds and tooling used to perform the Services. Client shall own work product specifically created for Client and paid in full; Contractor grants Client a non-exclusive license to use such work product for Client’s intended purpose.

14. NOTICES

14.1 All notices under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate by notice.

15. GOVERNING LAW; DISPUTE RESOLUTION; MISCELLANEOUS

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

15.2 Entire Agreement. This Agreement, together with any executed proposals and change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

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

15.4 Amendments and Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. Failure to enforce any provision shall not constitute a waiver of that provision.

15.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding.

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