Legal Head Contract Agreement

LEGAL HEAD CONTRACT AGREEMENT

This Head Contract Agreement ("Agreement") is made as of by and between Head Contractor Name: with principal place of business at (hereinafter "Head Contractor") and Subcontractor Name: with principal place of business at (hereinafter "Subcontractor").

RECITALS

WHEREAS, Head Contractor has entered into or will enter into a primary contract for the provision of certain works and services identified as Project: (the "Main Contract");

WHEREAS, Head Contractor desires to engage Subcontractor to perform a portion of the obligations under the Main Contract as described herein, and Subcontractor agrees to perform such obligations subject to the terms of this Agreement; and

WHEREAS, the parties intend that this Agreement shall set forth the principal terms by which Subcontractor will perform the Work (as defined below) and that Subcontractor's obligations shall be subordinate to and consistent with the Main Contract.

NOW, THEREFORE

In consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Head Contract Agreement and any written amendments executed by the parties. 1.2 "Main Contract" means the primary contract between Head Contractor and the Owner referenced above. 1.3 "Work" means the services, labor, materials and deliverables to be provided by Subcontractor as described in Section 2 and the Scope of Work attachment.

2. SCOPE OF WORK

2.1 Subcontractor shall perform the Work described in detail below and in any attachments expressly incorporated into this Agreement. Subcontractor shall perform the Work in a good and workmanlike manner consistent with industry standards and the requirements of the Main Contract.

3. CONTRACT PRICE; PAYMENT

3.1 Contract Sum. Head Contractor shall pay Subcontractor for the satisfactory performance of the Work the total sum of (the "Contract Sum"), subject to adjustments for approved changes.

3.2 Invoicing. Subcontractor shall submit itemized invoices referencing the Head Contractor's purchase order or contract number . Payment shall be due within days after receipt of an undisputed invoice and completed documentation.

4. CHANGES; VARIATIONS

4.1 No change in the Work shall be binding unless authorized in writing by Head Contractor in a change order expressly stating any adjustment to the Contract Sum or time for performance. Subcontractor shall not proceed with changed Work until receipt of such written authorization.

5. TERM; TIME FOR PERFORMANCE

5.1 Commencement Date: Subcontractor shall commence the Work on or before and shall achieve Substantial Completion by , subject to approved extensions.

5.2 Time is of the essence. Subcontractor shall notify Head Contractor immediately of any event likely to delay performance and shall propose a mitigation plan.

6. WARRANTIES; ACCEPTANCE

6.1 Subcontractor warrants that all Work will be free from defects in materials and workmanship for a period of from the date of acceptance. Subcontractor shall promptly remedy, at its expense, any defects discovered within the warranty period.

7. INSURANCE

7.1 Subcontractor shall maintain insurance coverages customary to the trade and sufficient to cover liabilities arising from the Work, including but not limited to commercial general liability, workers' compensation, automobile liability and professional liability where applicable. Certificates evidencing such insurance shall be delivered to Head Contractor prior to commencement of the Work.

8. INDEMNIFICATION

8.1 Subcontractor shall indemnify, defend and hold harmless Head Contractor and its agents, employees and affiliates from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with the performance of the Work, except to the extent caused by Head Contractor's gross negligence or willful misconduct.

9. LIMITATION OF LIABILITY

9.1 Except for liability arising from gross negligence, willful misconduct, fraud or indemnity obligations, neither party shall be liable to the other for consequential, incidental, punitive or special damages, and the aggregate liability of either party for direct damages shall not exceed the Contract Sum paid under this Agreement.

10. CONFIDENTIALITY

10.1 Each party shall maintain in confidence and not disclose any information marked or reasonably understood to be confidential received from the other party, except as required by law or to perform the Work. Confidentiality obligations shall survive termination of this Agreement for a period of .

11. INTELLECTUAL PROPERTY

11.1 Work Product created by Subcontractor specifically for the Project shall become the property of Head Contractor upon payment in full, subject to any pre-existing intellectual property rights retained by Subcontractor and any license granted hereunder. Subcontractor grants Head Contractor a nonexclusive, perpetual, worldwide license to use any pre-existing materials to the extent incorporated into the Work.

12. COMPLIANCE WITH LAW; PERMITS

12.1 Subcontractor shall comply with all applicable laws, codes, regulations and permits in performing the Work, and shall obtain and maintain at its expense any permits or approvals necessary for performance.

13. TERMINATION

13.1 Head Contractor may terminate this Agreement for cause if Subcontractor fails to cure a material breach within days after written notice. Head Contractor may also terminate for convenience upon written notice, in which event Subcontractor shall be paid for Work performed to the date of termination and reasonable demobilization costs, subject to offsets for Head Contractor's damages.

14. DISPUTE RESOLUTION

14.1 The parties shall first attempt in good faith to resolve disputes by negotiation between senior representatives. If the dispute cannot be resolved by negotiation within thirty (30) days, the parties agree to submit the dispute to mediation. If mediation does not resolve the dispute, the matter shall be finally resolved by binding arbitration conducted in accordance with the agreed arbitration rules, and judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

15. NOTICES

15.1 All notices, requests, demands and other communications under this Agreement shall be in writing and delivered to the addresses set forth below or as otherwise designated by written notice. Notice shall be effective upon personal delivery, courier receipt, or three (3) days after deposit with the postal service.

16. MISCELLANEOUS

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction where the Project is located as specified below: Governing Jurisdiction:

16.2 Entire Agreement. This Agreement, including any attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations and agreements. 16.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. 16.4 Amendments. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. 16.5 Waiver. Failure to enforce any provision or exercise any remedy shall not constitute a waiver of that provision or remedy. 16.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

REPRESENTATIONS AND AUTHORITY

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the person signing below is authorized to bind such party, and that this Agreement is a valid and binding obligation enforceable in accordance with its terms.

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