Legal EPC Document

ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (EPC)

This Engineering, Procurement and Construction Agreement (the "Agreement") is entered into as of by and between Owner Name: with primary address , and Contractor Name: with primary address .

RECITALS

WHEREAS, Owner requires the design, procurement, construction, testing and commissioning of the Project described as (the "Project"); and

WHEREAS, Contractor represents that it has the capability, experience, personnel and resources to deliver the Project in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, delivery, and commissioning of the Project.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Contract Price" means the total amount payable to Contractor for performance of the Contract Works as set out in Section 4 and the Schedule of Prices.

"Contract Works" means the design, procurement, construction, installation, testing and commissioning described in the Scope of Work.

2. SCOPE OF WORK

Contractor shall perform and complete the Contract Works in accordance with this Agreement, the Specifications, Drawings and the Project schedule. The detailed obligations of Contractor include, without limitation: design engineering, procurement of equipment and materials, construction and installation, management of subcontractors, site supervision, startup, testing and commissioning, and handover to Owner.

3. CONTRACT PRICE AND PAYMENT

Owner shall pay Contractor the Contract Price in the aggregate of subject to adjustments for approved changes, taxes as provided in this Agreement, and deductions for liquidated damages and other withholdings permitted hereunder.

Payments shall be made in accordance with the Payment Schedule attached hereto and upon submission of Contractor's invoices substantiated by progress reports, invoices from subcontractors where applicable, and any required certified statements of completion. Owner shall pay undisputed amounts within days of receipt.

4. PERFORMANCE SECURITY

Prior to mobilization, Contractor shall deliver to Owner a performance security in the form of a performance bond or standby letter of credit in the amount of to guarantee Contractor's due and punctual performance of its obligations under this Agreement. The security shall remain valid until issuance of the Final Acceptance Certificate.

5. TIME FOR COMPLETION

Contractor shall achieve Substantial Completion of the Contract Works by . Time is of the essence. Contractor shall provide a baseline schedule and updated progress schedules at intervals specified in the Contract Documents.

6. CHANGE ORDERS

No change to the Work shall be binding unless issued in a written Change Order signed by authorized representatives of both parties. A Change Order shall state the change in work, any adjustment to the Contract Price, and any adjustment to the Contract Time. Contractor shall proceed promptly upon issuance of a Change Order.

7. TESTING, COMMISSIONING AND ACCEPTANCE

Contractor shall conduct factory acceptance tests, site acceptance tests and performance tests as required by the Specifications. Acceptance shall occur upon successful completion of the tests and issuance of an Acceptance Certificate by Owner. Any deficiencies identified during testing shall be corrected by Contractor at its expense prior to final acceptance.

8. WARRANTIES

Contractor warrants that all work, materials and equipment furnished under this Agreement shall be new (unless otherwise specified), of good quality and free from defects in design, workmanship and materials for a period of months following Final Acceptance. Contractor shall, at its expense, promptly repair or replace defective items discovered within the warranty period.

9. LIQUIDATED DAMAGES

If Contractor fails to achieve Substantial Completion by the Substantial Completion Date (unless excused), Contractor shall pay Owner liquidated damages in the amount of per day for each day of delay until Substantial Completion, subject to the aggregate cap specified in the Contract Documents.

10. INDEMNITY AND INSURANCE

Contractor shall indemnify, defend and hold harmless Owner from and against all claims, damages, losses and expenses arising out of Contractor's performance of the Contract Works, except to the extent caused by Owner's negligence or willful misconduct.

Contractor shall maintain insurance coverage customary for projects of this nature, including commercial general liability, automobile liability, workers' compensation, employer's liability and builder's risk, in amounts sufficient to protect Owner and Contractor and as set forth in the Insurance Schedule.

11. SUBCONTRACTING

Contractor may subcontract portions of the Contract Works only with Owner's prior written consent, which shall not be unreasonably withheld. Contractor shall remain fully responsible for the acts and omissions of its subcontractors and suppliers.

12. CONFIDENTIALITY

Each party shall keep confidential and not disclose to any third party any Confidential Information of the other party obtained in connection with this Agreement, except as required by law or as reasonably necessary to perform the Contract Works. Confidential Information does not include information in the public domain through no breach by the receiving party.

13. FORCE MAJEURE

Neither party shall be liable for delays or failures in performance due to events beyond its reasonable control, including acts of God, war, civil unrest, natural disasters, epidemics, strikes or government actions ("Force Majeure Event"). The affected party shall notify the other promptly and use commercially reasonable efforts to mitigate the effect of the event.

14. TERMINATION

Owner may terminate this Agreement for Contractor's material breach if Contractor fails to cure such breach within the cure period specified in a written notice. Contractor may terminate for Owner's material breach if Owner fails to make undisputed payments and fails to cure after notice. Upon termination, parties shall follow the close-out procedures set out in the Contract Documents and account for work performed and costs reasonably incurred.

15. DISPUTE RESOLUTION

The parties shall first attempt in good faith to resolve any dispute by negotiation between senior representatives. If unresolved within thirty (30) days, the dispute shall be finally settled by arbitration in accordance with agreed arbitration rules and the laws of the governing jurisdiction. The award shall be final and binding and may be enforced in any court of competent jurisdiction.

16. NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

17. AMENDMENTS AND WAIVER

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 right or remedy shall be effective unless in writing, and no waiver shall constitute a continuing waiver of any subsequent breach.

18. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by the parties. This Agreement, together with its Schedules and Appendices, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19. COUNTERPARTS

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.

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