Groundworks Project Proposal

GROUNDWORKS PROJECT PROPOSAL

RECITALS

WHEREAS, Client Name: (the "Client") requires groundworks, earthmoving, drainage and site-preparation services for the project described herein; and

WHEREAS, Contractor Name: (the "Contractor") represents that it possesses the experience, equipment and licenses necessary to perform the work in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform the groundworks described in this Proposal.

PARTIES AND CONTACT INFORMATION

SCOPE OF WORK

Contractor shall furnish all labor, materials, equipment and supervision necessary to complete the groundworks described below in a good and workmanlike manner and in accordance with applicable laws, codes and industry standards. The Scope of Work below describes the principal tasks to be performed; additional tasks requested by the Client will be subject to change orders as set forth in Payment Terms.

PROJECT DELIVERABLES AND SCHEDULE

Estimated Start Date:    Estimated Completion Date:

PAYMENT TERMS

Total Contract Price (lump sum, unless otherwise indicated):

Payment Schedule (state amounts, milestones, or percentages):

Late Payment: Unpaid invoices shall accrue a late fee of on the outstanding balance, calculated monthly, and Contractor may suspend work after providing written notice if payments are more than days past due.

CHANGE ORDERS

Any additions, deletions or modifications to the Scope of Work requested by the Client shall be documented in a written change order signed by both parties. The change order shall state the change, any adjustment to the Contract Price and any adjustment to the schedule. Contractor shall not be required to perform work outside the Scope of Work absent an executed change order.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Proposal for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice. Client may also terminate for convenience upon days' written notice, in which event Contractor shall be entitled to payment for work performed to the date of termination and reasonable demobilization costs.

CONFIDENTIALITY

Each party shall maintain as confidential all non-public information disclosed in connection with this Proposal 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 does not include information that: (a) is or becomes publicly available without breach; (b) was known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed. A receiving party may disclose Confidential Information to the extent required by law, provided it gives the disclosing party prompt written notice and cooperates in any lawful effort to limit disclosure.

INSURANCE & COMPLIANCE

Contractor shall maintain, at its expense, commercial general liability insurance with limits not less than per occurrence and workers' compensation as required by law. Contractor shall comply with all applicable safety, environmental and labor laws in performing the work.

LIMITATION OF LIABILITY & INDEMNITY

To the fullest extent permitted by law, Contractor's liability for damages arising out of Contractor's performance under this Proposal shall be limited to direct damages not exceeding the total Contract Price. Contractor shall indemnify and hold harmless Client from claims arising out of Contractor's negligent performance, except to the extent caused by Client's negligence or willful misconduct.

GOVERNING LAW

This Proposal and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

ENTIRE AGREEMENT

This Proposal, including any exhibits and executed change orders, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior negotiations, representations or agreements, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Proposal shall be in writing and delivered to the addresses set forth in the Parties and Contact Information section above or to such other address as either party may designate in writing; notice shall be effective upon personal delivery, delivery by nationally recognized overnight courier, or three days after deposit in the U.S. mail, postage prepaid.

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