Miscellaneous OMC Drawing

MISCELLANEOUS OMC DRAWING AGREEMENT

This Miscellaneous OMC Drawing Agreement ("Agreement") is entered into on Effective Date: by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client requires the preparation, submission and transfer of an OMC drawing and related documents describing operations, maintenance and commissioning requirements for the Project identified below; and

WHEREAS, Contractor represents that it has the experience, personnel and capacity to prepare the OMC drawing deliverables and shall perform the services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their understandings concerning the scope of work, compensation, confidentiality and other terms governing the delivery and acceptance of the OMC drawing.

PROJECT IDENTIFICATION

Drawing Number:    Revision:    Date Prepared:

SCOPE OF WORK

Contractor shall perform all tasks necessary to produce and deliver the OMC drawing deliverables described below, including technical drafting, specification of maintenance activities, operational procedures, and coordination with Client reviewers. Deliverables shall conform to applicable industry standards and Client's documented requirements.

CAD files (DWG/DXF)    PDF (A1/A3)    Maintenance specifications (DOC/PDF)

PAYMENT TERMS

Client shall pay Contractor the Total Contract Amount as full compensation for the Scope of Work. Payments shall be made in accordance with the schedule below upon submission of invoices that reference the Drawing Number and accepted deliverables.

Late payments shall incur interest at the rate of from the due date until paid in full. Client shall also be responsible for collection costs and reasonable attorneys' fees incurred in enforcing payment.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breach is not cured 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 accepted prior to the effective date of termination.

CONFIDENTIALITY

Each party ("Receiving Party") shall hold in confidence all Confidential Information disclosed by the other party ("Disclosing Party"). "Confidential Information" includes technical and business information, drawings, specifications, maintenance procedures, and other non-public information marked or reasonably understood to be confidential. The Receiving Party shall not use Confidential Information for any purpose other than performance of this Agreement and shall protect it with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care.

Confidentiality obligations do not apply to information that (a) is or becomes public through no breach by the Receiving Party, (b) was known to the Receiving Party prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is required to be disclosed by law, regulation or a binding order of a court of competent jurisdiction, provided the Disclosing Party is given prompt notice and, where practicable, an opportunity to seek protective treatment.

INTELLECTUAL PROPERTY AND LICENSE

Contractor retains ownership of its pre-existing intellectual property and methodologies. Upon full payment, Contractor grants Client a non-exclusive, perpetual, worldwide license to use, reproduce and distribute the delivered OMC drawing and related deliverables solely for the Project. Any third-party software or proprietary components incorporated into deliverables are licensed subject to their respective license terms.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. The indemnified party shall provide prompt written notice of any claim and shall reasonably cooperate in the defense.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of laws principles. The parties shall make a good faith effort to resolve disputes through negotiation. If unresolved, disputes shall be resolved by binding arbitration in a mutually agreed forum, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, attachments and accepted deliverable specifications, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals, representations and agreements, whether written or oral. No amendment shall be effective unless in writing and executed by authorized representatives of both parties.

NOTICES

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