Welding Services Agreement

WELDING SERVICES AGREEMENT

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client requires welding and metal-fabrication services for the project and certain designated worksites described in this Agreement; and

WHEREAS, Contractor represents that it is duly qualified, experienced, licensed and insured to perform welding services, and agrees to supply labor, equipment and materials in accordance with the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Contractor shall perform welding, cutting, joining, fit-up, and related metal-fabrication tasks as described below and as may be modified by written change order. Contractor will provide qualified welders, welding procedures, materials and equipment necessary to perform the work in a workmanlike manner consistent with industry standards and applicable codes.

Contractor Qualifications and Insurance

Contractor warrants that all personnel assigned to the work are trained and competent for the tasks assigned and that all work will comply with applicable welding codes, standards and safety regulations.

Contractor shall maintain commercial general liability and workers' compensation insurance sufficient for the scope of work. Upon Client request, Contractor will deliver certificates of insurance naming Client as an additional insured with respect to the work performed under this Agreement.

Payment Terms

Invoices are due and payable within days of invoice unless otherwise agreed in writing. Late payments shall incur a late fee of on the unpaid balance, plus all collection costs and reasonable attorneys' fees.

Materials, Equipment and Supplies

Unless otherwise specified in writing, Contractor shall supply welding consumables, equipment and small tools required to complete the Work. Client shall supply any owner-furnished materials identified in the Scope. Risk of loss for owner-furnished materials remains with Client until accepted on site by Contractor.

Change Orders

Any change to the Scope of Work, materials, or schedule shall be documented by a written change order signed by both parties and shall state any adjustments to the Contract Price and schedule. No change order is effective without written authorization.

Term and Termination

This Agreement shall commence on and continue until completion of the Work or until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' written notice. Either party may terminate immediately for material breach if the breaching party fails to cure within a commercially reasonable period after written notice of breach.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party that is designated as confidential or that by its nature should reasonably be understood to be confidential, and shall not disclose such information except to employees, subcontractors or agents who need to know for performance of this Agreement and who are bound to confidentiality obligations. This obligation does not apply to information that is publicly known through no fault of the receiving party or required to be disclosed by law.

Warranties; Inspection and Acceptance

Contractor warrants workmanship against defects for a period of from final acceptance. This warranty excludes defects resulting from improper use, modification by others, normal wear, or owner-supplied materials.

Client shall inspect the Work within days of completion and shall notify Contractor in writing of any nonconforming work. Failure to timely notify constitutes acceptance.

Indemnification and Limitation of Liability

Contractor shall indemnify, defend and hold Client harmless from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Contractor's negligence, willful misconduct or breach of this Agreement, except to the extent caused by Client's negligence or breach. Except for indemnification obligations and willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages.

Force Majeure

Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, fire, flood, labor disputes, governmental acts, or shortages of materials. The affected party shall promptly notify the other and take reasonable steps to resume performance.

Subcontracting

Contractor may engage subcontractors to perform portions of the Work but remains responsible for their performance and compliance with this Agreement. Contractor shall ensure subcontractors carry appropriate insurance.

Notices

Governing Law; Entire Agreement

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

This Agreement, including 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 both parties.

Severability

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid provision shall be reformed to the extent necessary to make it enforceable.

Acknowledgment

Each party represents and warrants that the person signing below is authorized to enter into this Agreement on behalf of the party and that such party has taken all corporate or other actions necessary to authorize the execution of this Agreement.

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