Replacement Project Plan

REPLACEMENT PROJECT PLAN

This Replacement Project Plan (the "Plan") is entered into by the following parties as of the Effective Date set forth below.

Client Name:   Contractor Name:

RECITALS

WHEREAS, Client requires replacement of certain equipment, systems, or components described in this Plan and has engaged Contractor to perform the replacement work in accordance with the terms of this Plan; and

WHEREAS, Contractor represents that it has the necessary qualifications, personnel, tools, and insurance to accomplish the replacement work and will perform such work in a professional and workmanlike manner; and

WHEREAS, the parties desire to set forth the scope, schedule, payment, acceptance criteria, and other terms governing the replacement project as set forth in this Plan.

PROJECT IDENTIFICATION

SCOPE OF WORK

Contractor shall supply all labor, materials, equipment, supervision, permits, testing, and documentation necessary to complete the replacement work described below in accordance with industry standards and applicable law. The Scope of Work includes, but is not limited to, removal of existing items, supply and installation of replacement items, commissioning, testing, and final cleanup.

PROJECT DELIVERABLES AND MILESTONES

List primary deliverables, the acceptance criteria for each, and the target due date. Additional rows may be appended by change order.

Due Date:

Due Date:

Due Date:

PAYMENT TERMS

Client shall pay Contractor for the complete performance of the Scope of Work in accordance with the amounts, schedule, and conditions below. All payments are subject to the acceptance procedures set forth in this Plan.

Overdue payments shall accrue late charges at the rate of of the unpaid balance per month, compounded monthly, together with Contractor's reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Plan commences on the Start Date and shall continue until completion of the Work and final acceptance, unless earlier terminated in accordance with this section.

Start Date:   End Date (Estimated):

Either party may terminate this Plan for convenience upon written notice to the other party given not less than days prior to the effective termination date. Either party may terminate for material breach if the breach remains uncured for a period of thirty (30) days after written notice, or immediately for safety-related or regulatory noncompliance.

CHANGE ORDERS

All changes to the Scope of Work, price, or schedule shall be documented by a written change order signed by both parties prior to performance. Contractor shall not be entitled to compensation for work outside the Scope of Work absent an executed change order.

ACCEPTANCE CRITERIA AND TESTING

Deliverables shall be accepted upon completion of the tests and inspections described below. Acceptance shall be deemed to occur after Client's written confirmation of compliance with the acceptance criteria, except where Client provides a written list of deficiencies within ten (10) business days, in which case Contractor shall promptly correct such deficiencies.

CONFIDENTIALITY

Each party acknowledges that in the performance of this Plan it may receive or have access to Confidential Information of the other party. "Confidential Information" means information designated as confidential or which reasonably should be understood to be confidential. The receiving party shall not use or disclose Confidential Information except as necessary to perform its obligations under this Plan, and shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care. Confidentiality obligations shall survive termination for a period of three (3) years.

INSURANCE AND WARRANTIES

Contractor shall maintain insurance coverages customary for the type of work performed, including general liability and workers' compensation. Contractor warrants that all replacement materials and workmanship shall be free from defects for a period of twelve (12) months from final acceptance, unless otherwise agreed in writing.

RISK ALLOCATION AND LIABILITY

Except as set forth in this Plan, each party's liability shall be limited to direct damages and shall not include indirect, incidental, consequential or punitive damages. Nothing in this Plan shall limit liability for gross negligence, willful misconduct, or statutory liabilities that cannot be limited by law.

REPORTING AND RECORDS

GOVERNING LAW

This Plan shall be governed by and construed in accordance with the laws of the state identified below, without regard to conflict-of-law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising out of this Plan.

ENTIRE AGREEMENT

This Plan, including any exhibits 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 oral or written. Any modifications must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices required under this Plan shall be in writing and delivered to the addresses provided below by hand, certified mail, or nationally recognized courier service and are effective upon receipt.

MISCELLANEOUS PROVISIONS

If any provision of this Plan is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Nothing in this Plan shall create a partnership, joint venture, or agency relationship between the parties for any purpose other than as expressly set forth herein.

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