Fire Protection Works Agreement

Fire Protection Works Agreement

This Fire Protection Works Agreement ("Agreement") is made effective as of by and between:

Recitals

WHEREAS, Contractor is duly qualified and experienced in the design, supply, installation, testing and commissioning of fire protection systems, including but not limited to automatic sprinkler systems, fire pumps, hydrants, standpipes, fire detection and alarm systems, and associated ancillary works; and

WHEREAS, Client desires to engage Contractor to perform certain fire protection works at the property located at (the "Site") in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Agreement set forth their entire understanding regarding Contractor's performance of the fire protection works described below.

Scope of Work

Contractor shall furnish all labor, materials, equipment, supervision, permits and testing necessary to complete the fire protection works described below. The works shall conform to applicable building and fire codes, standards and the contract documents.

Payment Terms

The Client shall pay Contractor for the complete performance of the Scope of Work the total contract sum of (USD) ("Contract Sum"), subject to additions and deductions as provided in this Agreement.

Final payment shall be made within days of substantial completion and acceptance of the Works and submission of final invoice and required close-out documents.

Late payments shall bear interest at the rate of % per month, or the maximum lawful rate if lower. Client shall also reimburse Contractor for reasonable collection costs and attorney fees incurred in enforcing payment.

Term and Termination

The term of this Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Client may terminate for convenience upon days' prior written notice to Contractor; in such event Contractor shall be entitled to payment for Work performed to the date of termination plus reasonable demobilization costs, subject to offsets for damage or delay caused by Contractor.

Insurance, Indemnity and Liability

Contractor shall maintain insurance customary for fire protection contractors, including commercial general liability, workers' compensation and automobile liability insurance, with limits adequate for the scope and value of the Work. Contractor shall provide certificates of insurance upon request.

Contractor agrees to indemnify and hold harmless Client, its officers, agents and employees from and against claims, liabilities, losses and expenses arising out of or resulting from Contractor's negligent acts or omissions in the performance of the Work, except to the extent such claims are caused by Client's negligence or willful misconduct.

Warranties and Acceptance

Contractor warrants that all materials and workmanship furnished under this Agreement will be free from defects for a period of months from the date of final acceptance, and that all systems will be installed in accordance with applicable codes, standards and manufacturer recommendations. Contractor's sole obligation under this warranty shall be, at its option, to repair or replace defective work.

Final acceptance shall occur following successful testing and commissioning to demonstrate substantial conformance with the Scope of Work and applicable standards. Acceptance shall not relieve Contractor of its warranty obligations.

Change Orders

Changes to the Scope of Work shall be made only by written change order signed by both parties. Each change order shall describe the change, any adjustment to the Contract Sum and the schedule, and any other terms as agreed by the parties.

Compliance with Laws and Codes

Contractor shall perform the Work in compliance with all applicable federal, state and local laws, regulations and codes, including applicable fire and life-safety codes. Contractor shall obtain and pay for required permits and inspections unless otherwise agreed in writing.

Confidentiality

Each party shall maintain in confidence and not disclose to third parties any proprietary or confidential information received from the other party relating to the Work, business operations, or pricing. This obligation shall survive termination of this Agreement for a period of years, except where disclosure is required by law or court order.

Force Majeure

Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including acts of God, strikes, labor disputes, epidemics, governmental actions, severe weather, shortage of materials or transportation interruptions. The affected party shall provide prompt written notice and shall be excused for the duration of the force majeure event.

Dispute Resolution and Governing Law

The parties shall attempt in good faith to resolve disputes arising under this Agreement by negotiation. If negotiation fails, disputes shall be resolved by litigation in the state and federal courts located in the state of and governed by the laws of that state without regard to conflict of law principles.

Entire Agreement

This Agreement, together with any referenced exhibits, appendices and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations and understandings, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by both parties.

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 in writing. Notices shall be deemed given when personally delivered, sent by certified mail return receipt requested, or sent by nationally recognized overnight courier.

Miscellaneous

If any provision of this Agreement is held 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 to a successor by merger or sale of substantially all assets.

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