Oil Canning Agreement

Oil Canning Agreement

Agreement Date:

Recitals

WHEREAS, Client owns or operates equipment, structures, or products for which oil canning — visible waviness or distortion in sheet metal surfaces — has arisen or may arise in the course of manufacture, installation, or service; and

WHEREAS, Contractor represents that it has the expertise, processes, and personnel necessary to evaluate, mitigate, and where agreed, repair or remediate oil canning conditions consistent with industry standards; and

WHEREAS, Client desires to engage Contractor and Contractor agrees to perform the services under the terms and conditions set forth in this Agreement.

Scope of Work

Contractor shall perform the oil canning evaluation, mitigation, and repair services described below. Contractor will provide necessary labor, materials (unless otherwise specified), tools, and supervision to complete the work in a professional manner consistent with applicable industry practices.

Payment Terms

Client shall pay Contractor for the services performed under this Agreement in accordance with the following terms.

Invoices are payable within days of receipt unless otherwise agreed in writing. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs and attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice specifying the breach. Either party may terminate without cause upon days' prior written notice to the other party.

Upon termination, Client shall pay Contractor for all work performed to the date of termination, including reasonable demobilization expenses and any non-cancellable commitments properly incurred by Contractor.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, product designs, pricing, and client lists.

Each party shall (a) hold Confidential Information of the other in strict confidence, (b) not disclose such information to third parties except to its employees, subcontractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidentiality obligations shall not apply to information that is publicly available through no fault of the receiving party, already known by the receiving party without restriction, rightfully received from a third party without confidentiality obligations, or independently developed without use of the disclosing party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Indemnification and Liability

Contractor shall indemnify, defend, and hold harmless Client from and against claims, damages, losses, and expenses arising out of Contractor's negligent acts or omissions in performing the Services. Client shall indemnify Contractor for claims arising from Client-supplied specifications, gross negligence, or willful misconduct. Neither party shall be liable to the other for special, incidental, punitive, or consequential damages, except for willful misconduct or where liability cannot be limited by law.

Insurance

Contractor shall maintain commercial general liability and workers' compensation insurance in amounts customary for the industry and reasonably acceptable to Client. Upon request, Contractor will provide certificates of insurance evidencing such coverage.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except to an affiliate or in connection with a sale of substantially all assets or a merger.

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