Shipbuilding Project Contract

SHIPBUILDING PROJECT CONTRACT

This Shipbuilding Project Contract ("Contract") is made and entered into as of by and between Shipyard: and Owner: .

RECITALS

WHEREAS, Shipyard is engaged in the business of constructing, outfitting and delivering commercial and recreational vessels and possesses the facilities, personnel and expertise to perform the construction of the Vessel described herein;

WHEREAS, Owner desires to procure the design, construction, outfitting and delivery of a vessel subject to the terms, specifications and schedule set forth in this Contract; and

WHEREAS, the parties intend that this Contract memorialize the parties' rights and obligations with respect to performance, payment, inspection, warranty, risk allocation and remedies.

1. SCOPE OF WORK

2. PAYMENT TERMS

All payments are due in cleared funds within the period set forth in the Payment Schedule. Shipyard shall invoice Owner in accordance with the milestones. Owner shall raise any invoice dispute in writing within 14 days of receipt, specifying the basis for dispute. Uncontested amounts shall be due and payable within the agreed payment period.

3. TERM AND TERMINATION

Commencement Date: . Estimated Completion Date: .

Either party may terminate this Contract for material breach by the other party if such breach is not cured within the notice period specified above after written notice. Termination for convenience by Owner is permitted subject to payment of Shipyard's documented costs, reasonable profit on work performed and demobilization costs as set forth in the Payment Schedule.

4. INSPECTION, ACCEPTANCE, AND WARRANTIES

Shipyard shall permit Owner and Owner's surveyors reasonable access for inspection and sea trials. Formal acceptance shall occur upon satisfactory completion of trials and issuance of written acceptance by Owner. Any defects identified at acceptance will be remedied in accordance with the warranty provisions below.

Shipyard warrants that the Vessel will be free from defects in materials and workmanship for the warranty period and will conform to the Contract specifications. Remedies are limited to repair or replacement at Shipyard's option, except where applicable law requires otherwise.

5. LIQUIDATED DAMAGES FOR DELAY

If Shipyard fails to achieve completion by the Estimated Completion Date for reasons other than Force Majeure or Owner-caused delays, Shipyard shall be liable for liquidated damages up to a maximum cap equal to 15% of the Contract Price unless otherwise agreed in writing.

6. CHANGE ORDERS

Any change to the Scope of Work shall be effected only by a written change order executed by authorized representatives of both parties. Change orders shall state the change, adjustment to price, and extension (if any) to the schedule.

7. CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to third parties any technical, commercial or financial information received from the other party in connection with this Contract, except as required by law or to perform obligations under this Contract. Confidential information does not include information that is or becomes publicly available through no breach of this Contract or that is lawfully obtained from a third party.

8. INSURANCE AND INDEMNITY

Each party shall maintain insurance customary for the industry, including hull and machinery insurance during construction and public liability insurance. Each party shall indemnify and hold the other harmless from third-party claims arising from its negligent acts or omissions, subject to any limits set forth in this Contract.

9. FORCE MAJEURE

Neither party shall be liable for failure to perform its obligations (other than payment) to the extent such failure is caused by events beyond its reasonable control, including but not limited to acts of God, labor disputes, war, governmental action, epidemic or severe weather. The affected party must promptly notify the other party and use commercially reasonable efforts to resume performance.

10. GOVERNING LAW; DISPUTE RESOLUTION

This Contract shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. Disputes shall be resolved by arbitration or litigation as mutually agreed; absent agreement, disputes shall be submitted to the competent courts in the specified jurisdiction.

11. ENTIRE AGREEMENT

This Contract, including the Scope of Work, Plans and Specifications, Payment Schedule and any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

12. MISCELLANEOUS PROVISIONS

If any provision of this Contract is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that remedies at law may be inadequate and that equitable relief may be sought in addition to damages.

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