Plant OTSD Template

PLANT OTSD TEMPLATE

This Plant Operational Temporary Shutdown and Services Agreement (the "Agreement") is made as of Effective Date: by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client operates a production facility located at Plant Location: (the "Plant"), and has determined that a temporary operational shutdown and associated services are necessary to perform maintenance, repairs, or modifications;

WHEREAS, Contractor possesses the personnel, equipment, and expertise to perform the required shutdown services in accordance with applicable safety, environmental and regulatory standards; and

WHEREAS, the parties wish to set forth the terms and conditions under which Contractor will perform the shutdown, isolation, preservation, and restoration activities described in this Agreement.

SCOPE OF WORK

Contractor shall provide all labor, supervision, equipment, materials, and permits necessary to perform the shutdown activities described below in a safe and workmanlike manner. The primary scope includes, without limitation, isolation of systems, lockout/tagout, decontamination, inspection, repairs, and commissioning support.

Planned Start Date:    Planned End Date:

Includes equipment removal or temporary relocation: Yes     Emergency shutdown authority retained by Client: Yes

PAYMENT TERMS

Final Payment Due By:    Late Payment Penalty:

Unpaid invoices shall accrue interest at the rate set forth above and Contractor may suspend work after providing seven (7) days' written notice of intent to suspend. Client remains responsible for costs incurred prior to suspension.

TERM AND TERMINATION

Term Commencement Date:    Expected Termination Date:

Upon termination, Contractor shall submit a final invoice for work performed through the effective termination date. Client shall pay undisputed amounts in accordance with Payment Terms. Where applicable, Contractor shall return or safely preserve Plant systems as described in the Scope of Work.

CONFIDENTIALITY

Definition: "Confidential Information" means trade secrets, technical data, designs, drawings, processes, facility operating data, and other non-public information disclosed by one party to the other in connection with the Work.

Obligations: Receiving Party shall (i) maintain Confidential Information in strict confidence; (ii) use Confidential Information solely to perform obligations under this Agreement; and (iii) restrict access to employees and subcontractors with a need to know and bound by confidentiality obligations no less protective than this Agreement.

Exclusions: Confidential Information does not include information that is or becomes public through no fault of Receiving Party, is independently developed without reference to disclosed information, or was rightfully known by Receiving Party prior to disclosure.

Compelled Disclosure: If compelled by law to disclose Confidential Information, Receiving Party shall provide prompt written notice to Disclosing Party and cooperate to seek protective measures to limit disclosure.

Survival: Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

SAFETY, INSURANCE, AND COMPLIANCE

Contractor shall comply with Client's site safety rules, all applicable laws, and industry standards. Contractor shall maintain insurance coverages reasonable for the Work, including commercial general liability, workers' compensation, and automobile liability. Upon request, Contractor shall furnish certificates of insurance evidencing required coverages.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, neither party shall be liable to the other for incidental, consequential, special, or punitive damages. Except as otherwise provided, Contractor's aggregate liability under this Agreement shall not exceed the total Contract Amount paid by Client.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Jurisdiction: without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved in the courts located within that Jurisdiction unless the parties agree to arbitration in writing.

ENTIRE AGREEMENT

This Agreement, together with any attached schedules, exhibits, and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior oral or written agreements. Any amendment must be in writing and signed by authorized representatives of both parties.

Authority: Each signatory below represents and warrants that he or she is duly authorized to execute this Agreement on behalf of the party for which they sign.

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