Master Service and Supply Agreement

MSSA - SamplePage 1

MASTER SERVICE AND SUPPLY AGREEMENT

Made the day of 200

BETWEEN:

Company Name, a general partnership formed under the

laws of the Province of Alberta having an office in the City of Calgary, in the Province of Alberta

(Company Name”)

- and -

______, a body corporate, incorporated under the laws of ______having an office in the City of ______, in the Province of ______

(“Contractor”)

WHEREAS the parties wish to provide the general terms and conditions under which Contractor will provide Services from time to time;

NOW THEREFORE the parties agree as follows:

ARTICLE 1 – DEFINITIONS

1.1“Affiliate” means any individual, corporation, partnership or other business organization directly or indirectly controlling, controlled by, or under common control of a party.

1.2“Claims” means any and all actions, proceedings, claims, demands, losses, costs, damages, penalties, fines, remedial obligations, interest, legal and other expenses of whatever nature, including legal fees on a solicitor-client basis.

1.3"Consequential Damages" means any or all loss of product, production, revenue, profits (actual or anticipated), use, business opportunity, and consequential loss of any similar kind arising out of or in connection with this Agreement.

1.4“Geo-Data” means all data, documentation, including digital media, drawings, sketches, calculations and correspondence, that has been incorporated, developed, published or produced in the course of performing geophysical services under this Agreement.

1.5“Goods” means all goods, materials, components, supplies, products, equipment, software, data and information to be provided to Company Name as specified in a Service Order.

1.6“herein”/“hereunder” means in/ under this Agreement.

1.7“include(s)”/“including” means include(s)/including without limitation.

1.8“Intellectual Property” means any trade secret, trademark, copyright, patent, confidential know-how, moral rights and any other intellectual property rights.

1.9“Laws” means all applicable federal, provincial, state, territorial and municipal laws, statutes, by-laws, regulations, rules, orders, ordinances, directives, standards, codes, permits and licences.

1.10“Parties” means Contractor and Company Name.

1.11“Personnel” means Contractor’s employees, sub-contractors of any tier, suppliers, agents, representatives, invitees and any other individuals, entities or organizations directed by Contractor in the performance of its obligations hereunder.

1.12“Rates” has the meaning set out in Article 11 (Rates).

1.13“Service Order” means an oral or written agreement, as may be amended from time to time, between Company Name and Contractor intended to be and governed by this Agreement, pursuant to which the Contractor will provide goods, services and all ancillary items agreed to by the Parties thereunder, including all specifications, pricing, delivery requirements, schedules and attachments.

1.14“Services” means the Work and Goods.

1.15“Warranty Period” means (i) in the case of Goods, the period commencing on the date that Company Name accepts physical possession of the Goods, or if installed by Contractor, the date of such installation, and ending eighteen (18) months thereafter; and (ii) in the case of Work, the period commencing the date Contractor completes such Work or Company Name accepts the Work, whichever is later, and ending twelve (12) months thereafter.

1.16“Work” means the services, work or task to be performed for Company Name as specified in a Service Order.

1.17Terms set forth only in an Article shall have the meaning as defined in such Article, unless otherwise provided for herein.

ARTICLE 2 - SCHEDULES

2.1The following Schedules form part of this Agreement. In the event of a conflict between a Schedule and the body of this Agreement, the body of this Agreement shall govern.

Schedule “A” - Additional Provisions

Schedule “B” - Acknowledgement of Company Name Policies

ARTICLE 3 – SERVICE ORDER

3.1Company Name may, from time to time submit to Contractor a form of Service Order for Contractor's acceptance or rejection, though nothing in this Agreement shall obligate Company Name to order Services from Contractor or obligate Contractor to accept a Service Order from Company Name.

3.2Contractor’s verbal or written acceptance of a form of Service Order or Contractor's performance of any Services shall constitute acceptance of the Service Order in its entirety. Upon such deemed or actual acceptance, Contractor shall comply with all of the terms of the Service Order together with the terms and conditions of this Agreement.

3.3Each Service Order, together with the terms and conditions of this Agreement, shall govern the delivery of Services as a single and separate agreement binding upon the Parties.

3.4In the event of any conflict between this Agreement and a Service Order, this Agreement shall take precedence.

ARTICLE 4 – REPRESENTATIONS, WARRANTIES AND COVENANTS

4.1For each Service Order Contractor expressly represents and warrants that all Services shall during the Warranty Period:

4.1.1.Be free of any liens, encumbrances or claims and Contractor shall have full right and authority to sell any Goods provided hereunder;

4.1.2.Conform to Company Name’s specifications, be fit for their ordinary intended purpose and any special purpose specified in a Service Order, of at least acceptable industry standards, of good material and workmanship and free from defects in design, materials and workmanship;

4.1.3.Be new and of the best quality in every respect (unless otherwise specified in the Service Order);

4.1.4.Comply with all Laws, including those pertaining to manufacturing, supply and delivery, and meet or exceed the minimum standards required by the Canadian Standards Association and any applicable governmental authorities; and

4.1.5.Comply with the standards set out in section 5.1.

4.2Contractor shall assign to Company Name all subsisting assignable warranties relating to the Services, including warranties of dealers, manufacturers, vendors, suppliers, installers, contractors, subcontractors and providers of maintenance and overhaul facilities. If any such warranties are not assignable, Contractor will take such action, at its own expense, as Company Name may reasonably request to enforce any such warranties.

ARTICLE 5 – RESPONSIBILITIES OF CONTRACTOR

SERVICE STANDARDS

5.1Contractor shall perform and complete all Services in an efficient, skilful, workmanlike, professional and competent manner in accordance with good business and technical skills applicable to such Services and the Contractor’s expertise, and generally accepted industry standards, unless a higher standard has been specified, in which case the higher standard shall apply.

5.2Contractor shall ensure that all its Personnel are properly qualified and experienced in their respective capacities.

5.3Contractor shall cooperate fully with Company Name and, if necessary, coordinate the performance of the Services with other work performed by Company Name employees, contractors or others.

5.4Contractor shall ensure that all tools, machinery and equipment used in the Services are maintained and used in accordance with manufacturer’s specifications and recommendations and good engineering and operational practices.

5.5Contractor shall obtain and maintain at its own expense all permits, licenses, and other documents required to perform Services, unless the Parties otherwise expressly agree in writing.

LABOUR AND LIENS

5.6Contractor shall furnish all skills, labour, supervision, transportation, equipment, tools, machinery, materials, supplies and whatever else is required to provide the Services at its own cost and expense, unless otherwise expressly agreed to in writing by Company Name.

5.7Contractor shall pay promptly all amounts due for labour, parts, materials, tools, supplies, equipment and services used in connection with the performance of any of the Services and shall not permit any lien or charge pertaining to the Services to attach to any property whatsoever. If any such lien or charge attaches, then Contractor shall promptly procure its release and hold Company Name and its Affiliates harmless from all Claims incidental thereto.

HAZARDS AND SAFETY

5.8For any Services conducted on aCompany Name worksite, Contractor shall participate in any general and site specific orientation that may be offered, carefully examine all worksites and surrounding areas and all particulars relating to Services, make all investigations necessary for a full understanding of all difficulties and hazards which may be encountered in the performance of Services and ensure that all identified difficulties and hazards are suitably addressed prior to commencement of Services. Company Name shall accept no responsibility for the failure of Contractor to gain a full understanding of any difficulties and hazards and shall not be liable for any increase in consideration to Contractor for Contractor’s failure to reasonably anticipate difficulties and hazards that may be encountered.

5.9Contractor shall adequately protect all persons and property of Company Name and others from injury, damage or loss arising out of the provision of Services.

5.10Except as stipulated in the Service Order, Contractor shall interfere minimally with the worksite operations of Company Name and other contractors. On completion of Services Contractor shall leave the worksite clear of all tools, equipment, waste material and rubbish resulting from the Services.

5.11Contractor shall immediately report to Company Name all written or verbal communications, including inspections, infractions, violations, orders, notifications, advice from, government or regulatory bodies and all incidents, injuries, damage and losses arising out of the provision of Services. Contractor shall also provide prompt notice to Company Name of any subpoena, appointment or other legal document obligating Contractor to testify regarding any matter relating to the Services before any regulatory agency, governmental body or court of law and cooperate fully with Company Name in the course of providing such testimony.

5.12For any Services conducted on an Company Name worksite, Contractor shall have in place environmental, health, safety and drug and alcohol programs which comply with all Laws, Company Name Policies and industry standards. Such programs shall be made available to Company Name upon request and Company Name may audit them from time to time. Company Name requires an alcohol and drug free workplace and reserves the right to conduct safety-sensitive, pre-assignment, post-incident and reasonable cause testing to verify this requirement.

LAW AND POLICIES

5.13Contractor shall strictly comply with all Laws.

5.14Contractor shall strictly comply with all Company Name Policies. Upon entering into this Agreement Contractor shall review the Company Name Policies located at “Doing Business with Us” on www.Company Name.com and execute and submit to Company Name the Acknowledgement of Company Name Policies Form which is attached as Schedule “B” hereto and is also accessible at www.Company Name.com. Contractor shall remain aware of the Company Name Policies by reviewing them annually and at any other time upon request by Company Name. At any time, upon request by Company Name, Contractor shall submit to Company Name an additional executed Acknowledgement of Company Name Policies Form.

5.15Contractor shall, and shall cause its Personnel to, avoid situations where any of its interests conflict, could potentially conflict or could appear to conflict with its obligations and duties to Company Name or its Affiliates. Contractor shall immediately advise its Company Name supervisor of any actual, potential or perceived conflict of interest situation that it becomes aware of.

5.16Contractor shall be fully responsible for all acts or omissions of its Personnel in connection with Contractor’s obligations hereunder. Contractor shall ensure that its Personnel are aware of and conform to all of Contractor’s obligations in this Agreement (including compliance with all Laws and Company Name Policies) and assume obligations identical in principle thereto.

5.17At Company Name’s request, Contractor shall provide proof satisfactory to Company Name of compliance with the terms of this Agreement.

5.18In the event of any conflict between any Laws, Company Name Policies, industry standards or any of the standards set out in section 5.1 herein, the highest or most stringent shall apply.

COMPANY NAME’S OBLIGATIONS

5.19Company Name shall take reasonable precautions as are prescribed by Contractor for the safety of Contractor’s Personnel and equipment.

ARTICLE 6 - MILITARY RANGE INSTRUCTIONS

6.1For Services performed on the Cold Lake Air Weapons Range in north-eastern Alberta, Contractor shall obtain and acknowledge receipt of, and shall ensure Services are conducted in accordance with “Instructions to all Company Name Personnel including Partner Companies, Contractors, Service Companies, Consultants And Others Working within Or Entering The Cold Lake Air Weapons Range (CLAWR)” and the attached “Chapter 7 of Special Range Orders for Alberta Energy Company Ltd.”, or any directions of “Company Name Range Safety and Co-ordination Centre”, as the case may be.

6.2Any breach of any of Contractor’s obligations in this Article shall entitle Company Name to immediately terminate this Agreement and any or all Service Orders and, at Contractor’s cost and risk, to take whatever other action it deems appropriate to remedy such breach. Reference to all documents in this Article include those which supplement, amend, or replace such documents.

ARTICLE 7 – PACKING AND SHIPPING

7.1Contractor shall comply with all Laws, Company Name Policies and industry standards respecting the safe and proper handling, packing, transportation, cartage, delivery, use or mode of employment of the Goods.

7.2Contractor shall provide Company Name with all relevant information concerning the safe and proper mode of employment, handling, use and implementation of the Goods and Company Name shall have the full right to duplicate and use such information, including drawings, manuals and technical documentation, for any purpose relating to the safe and proper mode of employment, handling, use and implementation of the Goods including the purchase and repair of replacement parts.

7.3Contractor shall identify hazardous or toxic Goods, or materials used to complete the Services, with warning labels and shall provide Company Name with written instructions concerning potential hazards in connection with the Goods or applicable materials and recommend procedures for the handling, transportation and maintenance of such Goods and materials. Where applicable, Contractor shall ensure that the Goods and materials are properly classified in accordance with Workplace Hazardous Materials Information System legislation and shall provide health and safety data for such Goods and materials.

7.4Contractor shall ensure that the Goods are delivered to the location and on the date stipulated by Company Name. If Contractor fails to do so, in addition to Company Name’s other rights and remedies, in Company Name’s sole discretion, Standard Form MSSA July 10 , 2006 - 6 - Contractor shall indemnify Company Name for any resulting Claims and the applicable Service Order shall remain in full force and effect, or Company Name may terminate the Service Order, purchase the Goods elsewhere and Contractor shall reimburse Company Name for the cost of the Goods and any other resulting Claims and Company Name shall have no further liability to Contractor in respect of such Goods.

7.5Company Name is not required to accept partial or incomplete delivery of Goods, unless the Parties have agreed to delivery by instalments and delivery is performed in accordance with such agreement. Acceptance of any partial delivery of Goods shall not bind Company Name to accept any future shipments.

ARTICLE 8 - INSPECTION

8.1Contractor shall be responsible for inspecting and testing Goods that constitute part of the Services. Upon reasonable notice to Contractor, Company Name and its designates shall have reasonable access at all times to the location where the Services are performed (at all places and stages of production and installation), and the right to inspect and test all Goods being provided with the Services. Any inspection, including the location where Goods are manufactured, or testing in connection with the Services by Company Name or failure to do so shall not relieve Contractor of its obligations, warranties, or representations hereunder.

ARTICLE 9 - TITLE AND RISK OF LOSS

9.1Title to the Goods (which do not form part of the Work), or part thereof, shall be vested in Company Name when the first of the following events occurs:

9.1.1.The Goods, or part thereof, are first identifiable as being appropriated to the Service Order;

9.1.2.Company Name pays for the Goods, or part thereof; or

9.1.3.The Goods, or part thereof, are delivered to the location specified for delivery by Company Name.

9.2Care, custody, control and risk of loss or damage of such Goods remains with the Contractor until Company Name takes physical possession and accepts delivery of the Goods.

9.3Title to Goods which form part of the Work shall pass to Company Name upon the earlier of delivery to the Company Name site or incorporation into the facility. Contractor shall be solely responsible for all loss, damage or destruction of such Goods and the Work in progress until the Work is completed and accepted by Company Name. Contractor shall promptly replace all Goods so lost, damaged or destroyed at its sole risk and expense.