Lifeboat Services Agreement

Lifeboat Services Agreement

This Lifeboat Services Agreement (the "Agreement") is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Client operates marine operations and requires lifeboat services, including inspection, maintenance, deployment support and crew familiarization;

WHEREAS, Service Provider maintains commercial lifeboat equipment, trained personnel, and safety management systems and is willing to provide lifeboat services on the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

SCOPE OF WORK

Service Provider shall provide lifeboat services, including but not limited to inspection, maintenance, repair, on-board servicing, launch and recovery assistance, crew training in lifeboat operation, and emergency mobilization support at the locations identified by Client. Specific tasks, deliverables, frequencies and any required certifications shall be set forth below.

PAYMENT TERMS

Client shall pay Service Provider the fees described below in consideration for the performance of services under this Agreement. All fees are exclusive of taxes unless otherwise stated.

Late payments shall bear interest at the rate of % per month, compounded monthly, or the maximum rate permitted by applicable law, whichever is lower. In addition to interest, Client shall reimburse Service Provider for reasonable collection costs, including attorneys’ fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice not less than days to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary or confidential information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, visually, in writing or by electronic means. Each party shall protect Confidential Information of the other with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that (a) is or becomes publicly available other than by a breach of this Agreement, (b) was lawfully in the receiving party's possession prior to disclosure, (c) is rightfully disclosed to the receiving party by a third party without restriction, or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party may disclose Confidential Information to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein. Upon termination or expiration of this Agreement, the receiving party shall, at the disclosing party's option, return or destroy Confidential Information and certify such return or destruction in writing.

INSURANCE AND SAFETY

Service Provider shall maintain, at its expense, insurance appropriate for lifeboat operations including commercial general liability, maritime liability where applicable, and workers' compensation as required by law. Service Provider shall perform services in accordance with applicable safety standards and shall ensure all personnel are appropriately trained and certified for lifeboat operations. Upon request, Service Provider shall provide certificates of insurance to Client.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's negligent acts, omissions or willful misconduct in connection with the performance of this Agreement, except to the extent caused by the gross negligence or willful misconduct of the indemnitee.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all schedules, exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice. Notices are effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any subsequent breach. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, employment or agency relationship between the parties.

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