Tender Contract Agreement

TENDER CONTRACT AGREEMENT

This Tender Contract Agreement ("Agreement") is entered into on this date: by and between Party A: , whose principal place of business is ; and Party B: , whose principal place of business is . Party A and Party B are each a "Party" and collectively the "Parties".

RECITALS

WHEREAS, Party A issued a tender solicitation identified by Tender Reference No. (the "Tender Documents") setting out requirements for the supply of goods and/or services described herein; and

WHEREAS, Party B submitted a bid in response to the Tender Documents and represented that Party B possesses the capacity, experience and resources to perform the obligations set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the terms upon which Party B will perform and Party A will procure the goods and/or services subject to the Tender Documents and this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and undertakings contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 In this Agreement, unless the context otherwise requires, the following terms have the meanings set forth below:

"Contract Sum" means the aggregate amount payable to Party B for full and proper performance of the obligations under this Agreement as specified in Section 4.1.

"Tender Documents" means the tender invitation, specifications, drawings, schedules and any addenda issued by Party A in relation to the tender identified at Tender Reference No. .

2. SCOPE OF WORK

2.1 Party B shall supply, deliver and, if applicable, install the goods and perform the services described in the Tender Documents and in the Scope of Work below in accordance with the terms of this Agreement.

3. TENDER DOCUMENTS & SUBMISSION

3.1 The Parties acknowledge that the Tender Documents issued by Party A form part of this Agreement. In the event of any inconsistency between this Agreement and the Tender Documents, the terms of this Agreement shall prevail.

3.2 Party B warrants that all statements, prices and supporting information submitted in its bid were accurate and complete as of the date of submission. Any material misrepresentation entitles Party A to terminate this Agreement for cause and recover damages.

4. CONTRACT PRICE & PAYMENT

4.1 Contract Sum: Party A shall pay Party B the Contract Sum of (currency to be agreed) subject to adjustments for approved variations in accordance with Section 6.

4.2 Payment Schedule: Payments shall be made in accordance with the following schedule unless otherwise agreed in writing:

4.3 Party B shall submit itemized invoices evidencing performance. Party A shall pay undisputed amounts within thirty (30) days of receipt of a properly rendered invoice. Disputed amounts shall be subject to dispute resolution but shall not relieve Party B of its obligations.

5. PERFORMANCE SECURITY

5.1 If required by the Tender Documents, Party B shall, within ten (10) days of execution of this Agreement, deliver to Party A a performance bond or other security in the amount of to guarantee the due performance of Party B's obligations. The form and issuer of such security shall be acceptable to Party A.

6. VARIATIONS & CHANGE ORDERS

6.1 No variation, addition or omission shall be binding upon Party A unless authorized in writing by Party A's designated representative. Party B shall not proceed with any variation until a written change order has been issued.

6.2 Price adjustments for variations shall be determined in accordance with the rates set out in Party B's bid or, where no rate is available, on a fair and reasonable basis supported by documentation.

7. DELIVERY & SCHEDULE

7.1 Time is of the essence. Party B shall commence performance on or before and shall achieve completion by unless extended by written agreement or excused by force majeure.

8. INSPECTION, TESTING & ACCEPTANCE

8.1 Party A shall have the right to inspect and test deliveries at reasonable times. Acceptance shall occur when Party A confirms in writing that the goods or services conform in all material respects to the requirements of this Agreement.

9. WARRANTIES & REPRESENTATIONS

9.1 Party B represents and warrants that: (a) it has full corporate power and authority to enter into and perform this Agreement; (b) the goods and services will conform to the specifications, be free from defects and be of merchantable quality; and (c) performance will comply with all applicable laws and industry standards.

10. CONFIDENTIALITY

10.1 Each Party shall keep confidential all information disclosed by the other Party that is designated as confidential or that reasonably ought to be considered confidential and shall not use such information except for the performance of this Agreement. The obligation of confidentiality shall survive termination or expiry of this Agreement for a period of five (5) years.

11. INTELLECTUAL PROPERTY

11.1 Unless otherwise agreed in writing, all intellectual property created by Party B in the course of performing this Agreement shall vest in Party A upon payment of the Contract Sum. Party B hereby assigns to Party A all right, title and interest in such intellectual property and will execute all documents necessary to effect registration or assignment.

12. INDEMNITY & LIABILITY

12.1 Party B shall indemnify, defend and hold harmless Party A, its officers, employees and agents from and against all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Party B's negligence, willful misconduct or breach of this Agreement.

12.2 Except for liability arising from gross negligence, willful misconduct or indemnity obligations, the Parties' aggregate liability to each other under this Agreement shall be limited to the Contract Sum.

13. FORCE MAJEURE

13.1 Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent caused by an event beyond its reasonable control, provided that the affected Party gives prompt written notice to the other and uses commercially reasonable efforts to mitigate the effect of such event.

14. TERMINATION

14.1 Termination for Cause: Either Party may terminate this Agreement for material breach by the other Party if the breach remains uncured thirty (30) days after written notice specifying the breach.

14.2 Termination for Convenience: Party A may terminate this Agreement for its convenience on not less than thirty (30) days' prior written notice to Party B. In such event Party B shall be entitled to payment for work properly performed up to the effective date of termination and reasonable demobilization costs, subject to set-off for any amounts owed to Party A.

15. NOTICES

15.1 Any notice required or permitted under this Agreement shall be in writing and delivered by hand, registered mail or courier to the addresses set out below or to such other address as a Party may designate by notice in accordance with this provision. Notice is effective upon receipt.

16. AMENDMENTS & WAIVER

16.1 No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by a Party in exercising any right shall operate as a waiver of that right.

17. GOVERNING LAW

17.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by Party A at the time of contract award: . The Parties submit to the exclusive jurisdiction of the courts of that jurisdiction for any dispute arising out of or in connection with this Agreement.

18. ENTIRE AGREEMENT

18.1 This Agreement, together with the Tender Documents and any written change orders, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior negotiations, representations or agreements, whether written or oral.

19. SEVERABILITY

19.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

20. COUNTERPARTS

20.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery by electronic means shall be binding.

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