ROV Document Template

ROV DOCUMENT TEMPLATE

This ROV Service Agreement (the Agreement) is entered into effective as of by and between Client Name: , with principal address (Client), and Service Provider Name: , with principal address (Provider).

WHEREAS

WHEREAS, Client requires remotely operated vehicle (ROV) services for inspection, survey, intervention, or related subsea operations described herein; and

WHEREAS, Provider has the specialized equipment, personnel, certifications, and insurance necessary to perform ROV services and agrees to perform such services under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the scope of work, payment terms, liabilities, and other contractual provisions governing the performance of ROV services.

SCOPE OF WORK

Work Location:

Work Commencement Date:     Estimated Completion Date:

PAYMENT TERMS

Invoicing Terms: Provider shall invoice Client in accordance with the Payment Schedule. Payment is due within days of invoice receipt.

Late Payment: Overdue amounts shall incur a late fee equal to on the past due balance, together with all collection costs and reasonable attorneys' fees.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement without cause by providing the other party with written notice at least days prior to the effective date of termination. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches a material obligation and fails to cure such breach within 30 days of receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "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.

Obligations: Receiving party shall (a) use Confidential Information solely for performance of this Agreement; (b) restrict disclosure to its employees, agents, or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly known without breach of this Agreement; (ii) was known to receiving party prior to receipt from disclosing party; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by receiving party without use of or reference to the disclosing party's Confidential Information.

Duration: The confidentiality obligations set forth in this section shall remain in effect for years following termination or expiration of this Agreement.

INSURANCE AND INDEMNIFICATION

Insurance: Provider shall maintain, at its expense, commercially reasonable insurance coverage appropriate to ROV operations including commercial general liability, automobile liability (if applicable), workers' compensation, and hull/operative insurance for ROV systems. Certificates evidencing such insurance shall be provided to Client upon request.

Indemnification: Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of Provider's negligent acts or omissions in the performance of ROV services, subject to limitations of liability set forth in this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages. Except as otherwise provided in this Agreement, the aggregate liability of Provider for direct damages arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

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

This Agreement (including referenced attachments, statements of work, and schedules) constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter hereof. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party designates in writing. Notices shall be effective upon receipt.

MISCELLANEOUS

Force Majeure: Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including but not limited to severe weather, acts of government, labor disputes, or supply chain disruption. The affected party shall provide prompt notice and use commercially reasonable efforts to resume performance.

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