Maintenance Valve Replacement

MAINTENANCE VALVE REPLACEMENT AGREEMENT

This Maintenance Valve Replacement Agreement (the Agreement) is entered into as of (Effective Date), by and between:

WHEREAS

WHEREAS, Client operates facilities at the location described below and requires professional services to replace one or more valves and associated components at that location; and

WHEREAS, Contractor represents that it has the skill, experience, tools, personnel and insurance to perform valve replacement, testing and commissioning in accordance with industry standards and the specifications set forth in this Agreement; and

WHEREAS, the parties desire to set forth their obligations regarding scope, payment, schedule and liability.

PROJECT LOCATION & VALVE IDENTIFICATION

Valve(s) to be replaced: Make/Model/Tag Numbers:

SCOPE OF WORK

Contractor shall provide labor, materials, tools, permits, testing and commissioning necessary to remove the existing valve(s) identified above, install replacement valve(s), perform pressure testing and functional verification, and restore surrounding work areas. Specific tasks include, at minimum:

Materials supplied by Contractor shall meet the manufacturer's specifications and be new unless otherwise agreed in writing. Any deviation from the written scope must be approved in writing by Client prior to commencement of the changed work.

SCHEDULE

Anticipated Commencement Date:   Anticipated Completion Date:

Contractor will perform work during normal business hours unless otherwise agreed. Contractor will provide a baseline work schedule and notify Client of any delays within 48 hours of discovery.

PAYMENT TERMS

Total Contract Amount:

Late Payment Fee: If any payment is not received within days after its due date, Client shall pay interest at the rate of on the overdue amount, plus reasonable collection costs.

WARRANTY

Contractor warrants that labor performed under this Agreement will be free from defects in workmanship for a period of from the date of completion. Materials supplied by Contractor shall carry the manufacturer’s standard warranty, which Contractor shall pass through to Client to the extent assignable.

TERM AND TERMINATION

Term commences on the Effective Date and continues until Completion Date specified above, unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party, subject to payment for work performed and materials purchased prior to termination.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information includes non-public technical, financial, operational or other proprietary information disclosed by one party to the other in connection with this Agreement. Receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to its employees, subcontractors or agents who have a need to know and who are bound to confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely for the performance of this Agreement. Confidentiality obligations do not extend to information that is publicly available through no fault of the receiving party, independently developed without use of Confidential Information, or required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party and limits disclosure to the minimum required.

INSURANCE & INDEMNIFICATION

Contractor shall maintain commercial general liability and workers' compensation insurance in amounts appropriate to the work and shall provide certificates of insurance upon request. Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against claims, losses, liabilities and expenses arising out of Contractor's negligence or willful misconduct in performing the work, except to the extent caused by Client's negligence or willful misconduct.

COMPLIANCE AND SAFETY

Contractor shall comply with all applicable laws, codes, safety regulations and site rules. Contractor shall be responsible for jobsite safety and shall take all reasonable precautions to protect persons and property during performance of the work.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If the parties cannot resolve a dispute within 30 days, either party may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT

This Agreement, including all exhibits and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Contractor may subcontract portions of the work so long as Contractor remains responsible for performance.

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