Industrial Services Agreement

INDUSTRIAL SERVICES AGREEMENT

This Industrial Services Agreement ("Agreement") is made effective as of by and between Client Name: , a organized under the laws of , with principal place of business at (hereinafter "Client"), and Service Provider Name: , a organized under the laws of , with principal place of business at (hereinafter "Service Provider"). Client and Service Provider are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Client operates industrial facilities requiring specialized maintenance, repair, and installation services; and

WHEREAS, Service Provider represents that it possesses the personnel, equipment, expertise, and licenses necessary to perform such industrial services; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will provide industrial services to Client.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the industrial maintenance, repair, inspection, testing, installation, and related work described in the Scope of Services and any Change Orders. 1.2 "Work Product" means all deliverables, reports, drawings, data, and other materials created or delivered by Service Provider in performing the Services. 1.3 "Site" means the Client facility or location where Services are performed, as identified in the applicable Work Order.

2. SCOPE OF SERVICES

2.1 Service Provider shall perform the Services described in each Work Order issued under this Agreement. Each Work Order shall reference this Agreement and shall specify the Services to be performed, schedule, deliverables, Site, and any special conditions. To the extent of any conflict between a Work Order and this Agreement, this Agreement shall control unless the Work Order expressly states otherwise and is signed by authorized representatives of both Parties.

3. TERM

3.1 This Agreement shall commence on the Effective Date and continue for an initial term of months unless earlier terminated in accordance with Section 13. Thereafter, the Agreement may be renewed upon mutual written agreement of the Parties.

4. COMPENSATION; PAYMENT

4.1 Client shall pay Service Provider the fees and rates set forth in each Work Order. Unless otherwise agreed, rates are firm for the term of the referenced Work Order. Service Provider shall submit invoices in accordance with the invoicing terms in the Work Order.

4.2 Payment is due within days of Client's receipt of an undisputed invoice. Client shall notify Service Provider in writing of any invoice dispute within ten (10) days of receipt; the Parties shall in good faith attempt to resolve any disputed amounts promptly.

5. CHANGE ORDERS

5.1 Any material change to the Scope of Services, schedule, or price shall be documented in a written Change Order signed by authorized representatives of both Parties. Service Provider shall not proceed with work outside the Scope without an executed Change Order establishing any necessary adjustments to price and schedule.

6. TAXES

6.1 Unless otherwise stated, Client shall pay sales, use, excise, gross receipts, and other taxes levied on the Services. Service Provider is responsible for its own business, payroll, and income taxes related to its performance hereunder.

7. INSURANCE

7.1 Service Provider shall maintain insurance coverages customary for industrial contractors, including commercial general liability, automobile liability, workers' compensation, and professional liability where applicable. Service Provider shall provide certificates evidencing such coverage upon Client's request.

8. WARRANTY

8.1 Service Provider warrants that Services shall be performed in a workmanlike manner consistent with industry standards and in compliance with applicable laws and regulations. For a period of days following completion of Services, Service Provider shall, at its expense, promptly correct any nonconforming Services to the reasonable satisfaction of Client.

8.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

9.1 Service Provider shall indemnify, defend, and hold harmless Client and its affiliates, officers, and employees from and against any losses, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising out of Service Provider's negligent acts, omissions, or willful misconduct in the performance of the Services, provided that Client gives prompt written notice of any claim and cooperates in the defense.

9.2 Client shall indemnify and hold harmless Service Provider from liabilities arising from Client's negligence, breach of this Agreement, or the condition of the Site, except to the extent caused by Service Provider's negligent performance.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THE APPLICABLE WORK ORDER GIVING RISE TO THE CLAIM.

11. CONFIDENTIALITY

11.1 Each Party shall maintain in confidence and shall not use or disclose Confidential Information of the other Party except as necessary for performance of this Agreement. "Confidential Information" includes non-public technical, commercial, and business information, but does not include information that is publicly available or rightfully obtained without restriction.

12. SAFETY AND COMPLIANCE

12.1 Service Provider shall perform Services in accordance with applicable health, safety, and environmental laws and Client site rules. Service Provider shall ensure that personnel are trained and authorized for the tasks performed and shall promptly notify Client of any hazardous conditions encountered.

13. SUBCONTRACTING

13.1 Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for subcontractor performance and compliance with this Agreement. Client's prior written consent is required for subcontractors performing critical or safety-sensitive work.

Client consent required for all subcontracting of critical work

14. TERMINATION

14.1 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 written notice. Client may terminate for convenience upon thirty (30) days' prior written notice and shall pay Service Provider for Services performed and reasonable demobilization costs.

15. REMEDIES

15.1 The remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity. Except as expressly stated, neither Party shall be precluded from seeking injunctive relief for breaches of confidentiality or proprietary rights.

16. NOTICES

16.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by personal delivery, certified mail (return receipt requested), or overnight courier. Notices are effective upon receipt.

17. AMENDMENTS; WAIVER

17.1 No amendment or modification of this Agreement shall be valid unless in writing and signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing; the failure to enforce any provision shall not constitute a waiver of future enforcement.

18. FORCE MAJEURE

18.1 Neither Party shall be liable for delays or failures in performance resulting from acts beyond its reasonable control, including but not limited to acts of God, labor disputes, governmental actions, or shortages of materials, provided the affected Party promptly notifies the other and uses commercially reasonable efforts to mitigate the effect of the event.

19. GOVERNING LAW

19.1 This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles.

20. ENTIRE AGREEMENT; SEVERABILITY

20.1 This Agreement, together with all executed Work Orders 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. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

21. COUNTERPARTS

21.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

22. MISCELLANEOUS

22.1 Each Party represents and warrants that it has the full power and authority to enter into this Agreement and that the person signing on its behalf is duly authorized to bind it. Headings are for convenience only and shall not affect interpretation.

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