Sheet Metal Fabrication Template

SHEET METAL FABRICATION AGREEMENT

This Sheet Metal Fabrication Agreement ("Agreement") is entered into as of by and between:

Client Name:

Contractor Name:

Recitals

WHEREAS, Client desires to procure sheet metal fabrication work described in this Agreement; and

WHEREAS, Contractor represents that it has the skill, personnel, equipment and facilities necessary to perform the fabrication, finishing and testing of metal components in accordance with applicable industry standards and the specifications set forth herein; and

WHEREAS, the parties agree the work will be performed pursuant to the terms and conditions set forth in this Agreement.

Scope of Work

Reference Drawings / Revisions:

Delivery, Acceptance and Inspection

Standard lead time from receipt of approved drawings:

Acceptance Testing: Client shall have days from delivery to inspect and notify Contractor of nonconforming work. If Client fails to notify Contractor in writing within such period, the goods will be deemed accepted.

Payment Terms

Payment due within days of invoice. Late payments shall incur interest at on the outstanding balance.

Term and Termination

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice. Termination shall not relieve Client of payment obligations for work performed prior to termination.

Termination for convenience by Client requires days' prior written notice and payment for work performed and reasonable demobilization costs.

Confidentiality

Each party shall treat as confidential all nonpublic information disclosed by the other party that is designated as confidential or that a reasonable person would understand to be confidential in nature ("Confidential Information"). Confidential Information shall not include information that is or becomes generally available to the public through no fault of the receiving party; that is lawfully received from a third party without restriction; or that is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely for the performance of this Agreement and shall not disclose it to any third party except to employees, subcontractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Upon termination or expiration of this Agreement, the receiving party shall return or destroy the disclosing party's Confidential Information, as requested in writing.

Warranties

Contractor warrants that fabricated goods shall, for a period of months from the date of acceptance, conform to the agreed specifications and be free from defects in material and workmanship. Remedies for breach of this warranty shall be limited to repair or replacement of nonconforming goods at Contractor's option, provided that Contractor is given prompt written notice and a reasonable opportunity to inspect and remedy.

Change Orders

Any changes to the Scope of Work shall be made only by written change order signed by authorized representatives of both parties, setting forth any adjustments to price, schedule and specifications. Contractor shall not be obligated to perform work outside the written Scope of Work without a signed change order.

Indemnification and Limitation of Liability

Contractor agrees to indemnify, defend and hold harmless Client from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) to the extent arising out of Contractor's negligent acts or willful misconduct in performing the fabrication services. Client agrees to indemnify Contractor for claims arising out of Client-supplied designs, specifications, materials or instructions.

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total amount paid or payable to Contractor under this Agreement. Neither party shall be liable for incidental, consequential or punitive damages.

Insurance

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflict of laws. The parties shall first attempt to resolve disputes through good faith negotiations; if unresolved within 30 days, disputes shall be resolved by binding arbitration in the county of the Contractor's principal place of business unless the parties agree otherwise in writing.

Entire Agreement; Amendment

This Agreement, including any attachments and signed 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 shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Contractor may assign to a successor in connection with a merger or sale of substantially all of its assets.

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