Legal Pipe Contract Agreement

LEGAL PIPE CONTRACT AGREEMENT

This Legal Pipe Contract Agreement ("Agreement") is made as of , by and between Client Name: with principal place of business at , and Contractor Name: with principal place of business at .

RECITALS

WHEREAS, Client requires the supply, delivery, and/or installation of piping, fittings, and related materials and services described herein (the "Work"); and

WHEREAS, Contractor is engaged in the business of supplying and installing industrial piping systems and represents that it has the skill, personnel, equipment, and licenses necessary to perform the Work in compliance with this Agreement; and

WHEREAS, the parties desire to set forth their respective obligations, pricing, schedule, and remedies with respect to the Work.

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

1. DEFINITIONS

1.1 "Work" means all labor, materials, equipment, testing, commissioning, supervision, and services to be supplied or performed by Contractor under this Agreement as described in Section 2.

1.2 "Contract Price" means the total monetary consideration payable by Client to Contractor for performance of the Work, exclusive of applicable taxes unless otherwise stated.

2. SCOPE OF WORK

2.1 Contractor shall perform the Work in accordance with the specifications, drawings and schedules set forth in this Agreement. Contractor shall provide all labor, supervision, tools, equipment, materials, transportation and services necessary to complete the Work.

3. MATERIALS AND SPECIFICATIONS

3.1 All materials supplied by Contractor shall conform to the specifications stated below and to accepted industry standards. Contractor shall furnish certificates of compliance and material test reports upon Client request.

4. DELIVERY, ACCEPTANCE, AND SITE CONDITIONS

4.1 Delivery and scheduling shall be as follows. Time is of the essence as to any dates expressly set forth in this Agreement. Contractor shall notify Client in writing of any delay and provide an amended schedule for approval.

4.2 Acceptance shall occur after inspection and testing described in the Scope of Work. Client shall not unreasonably withhold acceptance once Contractor demonstrates compliance with the Agreement.

5. PRICE AND PAYMENT

5.1 Contract Price: Client shall pay Contractor the sum of USD, subject to adjustments by approved Change Orders.

6. CHANGE ORDERS

6.1 Any changes to the Work shall be made only by written Change Order signed by authorized representatives of both parties setting forth the scope of the change, any adjustment to the Contract Price, and any adjustment to the schedule. Contractor shall not proceed with changed work without a signed Change Order.

7. INSURANCE AND BONDING

7.1 Contractor shall maintain and furnish evidence upon request of commercial general liability, worker's compensation, automobile liability and other insurance coverages as required by Client. Insurance shall be primary and non-contributory with limits appropriate to the Work.

8. INDEMNIFICATION

8.1 Contractor shall indemnify, defend and hold harmless Client, its officers, agents and employees from and against any and all third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Contractor's performance of the Work, except to the extent caused by Client's gross negligence or willful misconduct.

9. WARRANTY

9.1 Contractor warrants that all materials and workmanship furnished under this Agreement shall be free from defects for a period of from substantial completion. Remedies for breach of the warranty shall include repair or replacement at Contractor's expense.

10. LIMITATION OF LIABILITY

10.1 Except for liability arising from gross negligence, willful misconduct, or Contractor's obligations under Section 8 (Indemnification), neither party shall be liable to the other for consequential, incidental, punitive or special damages.

11. TERMINATION

11.1 Either party may terminate this Agreement for cause if the other party fails to cure a material breach within days after written notice. Client may terminate for convenience upon days' prior written notice, subject to payment for work performed and materials ordered.

12. CONFIDENTIALITY

12.1 Each party shall treat as confidential all non-public information received from the other party in connection with this Agreement and shall not disclose such information except as required by law or as necessary to perform the Work.

13. NOTICES

13.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, courier or hand delivery and shall be effective upon receipt.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. Failure to enforce any provision shall not be deemed a waiver of future enforcement. This Agreement may be executed in counterparts, each of which shall be deemed an original.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflicts of law principles.

15.2 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements.

15.3 If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

16. MISCELLANEOUS

16.1 Contractor shall comply with all applicable laws, codes, ordinances and regulations in performing the Work and shall obtain and maintain all required permits and licenses.

16.2 The parties represent and warrant that they have full power and authority to enter into this Agreement and that the individuals signing below are authorized to execute this Agreement on behalf of their respective parties.

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