Replacement Stage Document

REPLACEMENT STAGE DOCUMENT

Parties and Project

Client Name:   Address:

Contractor Name:   Address:

Project:   Project Location:

Whereas

WHEREAS, Client and Contractor entered into a primary contract for the Project dated (the "Primary Agreement");

WHEREAS, the parties now desire to define and document the Replacement Stage consisting of removal and replacement of certain components described as: ;

WHEREAS, the parties intend for this Replacement Stage Document to supplement and control the scope, schedule, payment and acceptance for the replacement work identified herein.

Scope of Work

The scope includes supply of materials, removal, disposal of replaced components, testing, commissioning and restoration to finished condition unless otherwise excluded in writing.

Materials, Responsibility and Change Orders

Materials supplied by: Client    Contractor

Any work outside the identified scope shall require a written change order signed by authorized representatives of both parties describing the additional work, adjustments to price and schedule, and any other affected terms.

Payment Terms

Late payment shall bear interest at the rate of on unpaid amounts, compounded monthly, or the maximum permitted by applicable law, whichever is less.

Term and Termination

This Replacement Stage commences on: and is scheduled to be completed by: , subject to adjustments for change orders, force majeure, and delays.

Either party may terminate this Replacement Stage for material breach if the breaching party fails to cure such breach within days after written notice. Termination shall not relieve Client of obligation to pay for work performed and materials furnished through the effective date of termination.

Acceptance, Testing and Warranty

Contractor warrants that the replaced items and performed work will be free from defects in materials and workmanship for a period of from the date of acceptance. Warranty remedies are limited to repair or replacement, at Contractor's option.

Confidentiality

"Confidential Information" means non-public information disclosed by either party in connection with this Replacement Stage. Each party shall maintain Confidential Information in strict confidence, use it only for performance under this Replacement Stage, and not disclose it to any third party except to employees, agents or subcontractors who have a need to know and are bound to confidentiality no less protective than this provision. Confidentiality obligations shall not apply to information that is or becomes publicly available without breach, is lawfully received from a third party, or is independently developed.

Liability and Indemnification

Each party shall indemnify, defend and hold the other harmless from third-party claims arising from its own negligence or willful misconduct in connection with the Replacement Stage. Neither party shall be liable to the other for consequential, incidental, special or punitive damages except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or indemnity obligations.

Governing Law

This Replacement Stage Document shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

Entire Agreement; Amendment

This Replacement Stage Document, together with the Primary Agreement and any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior negotiations and communications. Any amendment or modification to this Replacement Stage Document must be in writing and signed by authorized representatives of both parties.

Additional Provisions

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