Job Directional Template

JOB DIRECTIONAL TEMPLATE

THIS JOB DIRECTIONAL TEMPLATE (the Agreement) is entered into by and between:

Client Name:    Contractor Name:

RECITALS

WHEREAS, Client desires to engage Contractor to perform directional boring, conduit placement, cable pulling, and related site services (Directional Services) at the location identified below, and Contractor represents that it has the technical ability, equipment, and personnel to perform such work in accordance with the terms of this Agreement;

WHEREAS, the parties desire to establish the scope, scheduling, payment, site access instructions and responsibilities for the Work to avoid disruption of the job site and to ensure safe, compliant performance;

WHEREAS, the parties agree that this written Job Directional Template shall govern each specific job issued under it, subject to applicable written change orders executed as provided herein;

JOB IDENTIFICATION

SCOPE OF WORK

The Contractor shall perform Directional Services as described below. The Scope of Work shall include all labor, supervision, equipment, materials, testing and restoration as explicitly stated. Contractor shall perform the Work in a commercially reasonable and workmanlike manner consistent with industry standards.

SITE DIRECTIONS AND ACCESS

Site contact and access instructions shall be observed at all times. Contractor shall coordinate arrival times and vehicle staging to minimize interference with site operations.

EQUIPMENT, MATERIALS AND PERMITS

Responsibility for provision and maintenance of equipment, materials and required permits:

SAFETY, COMPLIANCE AND INSURANCE

Contractor shall comply with all applicable laws, codes, ordinances and site safety rules. Contractor shall ensure personnel wear required personal protective equipment and shall maintain a written safety plan on site. Contractor shall obtain and maintain insurance as required below and provide certificates upon request.

PAYMENT TERMS

Compensation for the Work shall be as follows. Unless otherwise agreed in writing, invoices are payable in accordance with the schedule below. Contractor’s invoices shall itemize labor, equipment rental, materials, reimbursable expenses and applicable taxes.

TERM AND TERMINATION

This Agreement shall commence on the Start Date identified below and shall continue until the Work is completed and final payment is made, unless earlier terminated as provided herein.

Start Date:    Estimated Completion Date:

Either party may terminate for material breach if the defaulting party fails to cure within the notice period above. Upon termination, Contractor shall be paid for Work performed and materials procured to date, subject to offsets for damages.

CHANGE ORDERS

Any change to the Scope of Work, schedule or price shall be made only by a written Change Order signed by authorized representatives of both parties. Verbal instructions that affect price or schedule are not binding absent written confirmation.

CONFIDENTIALITY

Each party shall keep confidential all technical, commercial and other non-public information obtained from the other party in connection with the Work. Confidential information shall not include information that is or becomes publicly available other than through breach of this Agreement, or that is rightfully received from a third party without restriction. Recipient shall use confidential information solely for performance of this Agreement and shall return or destroy such materials upon request.

INDEMNITY

Contractor shall indemnify, defend and hold Client harmless from and against claims, liabilities, losses and expenses (including reasonable attorneys’ fees) arising from Contractor’s negligent performance of the Work or willful misconduct, except to the extent caused by Client’s negligence or intentional acts.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any written Change Orders executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, representations or agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture or employer-employee relationship.

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