Project Fabrication Template

Project Fabrication Template

This Project Fabrication Agreement (the "Agreement") is entered into between Fabricator Name: and Client Name: . The parties agree as follows.

Recitals

WHEREAS, Client has requested that Fabricator perform fabrication, assembly and related services for the project described as: (the "Project");

WHEREAS, Fabricator represents that it possesses the necessary experience, personnel, equipment and facilities to fabricate and deliver the goods and services set forth herein in a professional manner and in accordance with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Fabricator will perform fabrication, delivery, testing and acceptance of project components.

Scope of Work

Fabricator shall perform fabrication, testing, marking and packaging as required to produce the deliverables described below. Fabricator will provide labor, materials, equipment and supervision necessary to complete the scope described in this Agreement.

Payment Terms

Client shall pay Fabricator for services and materials in accordance with the schedule below. Unless otherwise stated, all amounts are payable in U.S. dollars.

Fabricator shall submit invoices in accordance with the payment schedule. Client shall pay undisputed invoiced amounts within days of receipt. Disputed items must be submitted in writing within days of invoice receipt.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice provided at least days prior to termination. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days of written notice of such breach.

Confidentiality

Each party shall hold in confidence all non-public technical and business information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential information shall not include information that is or becomes public other than through the receiving party's breach of this Agreement, or that is rightfully obtained by the receiving party from a third party without restriction.

Confidentiality Period: from the date of disclosure. Upon termination or request, the receiving party shall promptly return or destroy confidential materials and certify such return or destruction in writing.

Change Orders

Any change to scope, specifications, materials, schedule or price shall be documented by a written change order signed by authorized representatives of both parties. Fabricator shall not be obligated to perform work outside the written scope absent an executed change order that addresses price, schedule and any other impacts.

Inspection and Acceptance

Fabricator shall permit reasonable inspection of work-in-progress and final deliverables. Client shall inspect delivered items and provide written notice of acceptance or rejection within days of delivery. Failure to provide notice within that period shall constitute acceptance.

Warranties

Fabricator warrants that fabricated goods will conform to the specifications set forth in this Agreement and will be free from defects in materials and workmanship for a period of from acceptance. Client's sole and exclusive remedy for breach of the warranty shall be repair or replacement of nonconforming goods at Fabricator's expense, or, at Fabricator's option, refund of the portion of fees attributable to such goods.

Insurance and Indemnity

Fabricator shall maintain insurance coverage customary for fabrication operations, including commercial general liability and workers' compensation. Minimum insurance limits and additional insured requirements (if any) shall be set forth in the Purchase Order or as agreed in writing.

Each party shall indemnify and hold harmless the other party from and against third-party claims arising from its negligent acts or willful misconduct in connection with performance under this Agreement, subject to any limitations on liability agreed in writing.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or a party's indemnification obligations, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, and aggregate liability for direct damages shall be limited to the total fees paid under this Agreement for the specific goods or services that give rise to the claim.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising out of this Agreement.

Entire Agreement

This Agreement, together with any exhibits, purchase orders and executed change orders, 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. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

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