Construction Contract Template

"Affiliate" means, with respect to a person, any other person that directly or indirectly controls, is controlled by, or is under common control with that person, where "control" means the power to direct management and policies, whether through ownership of voting securities, by contract or otherwise.

"Applicable Law" means all laws, statutes, regulations, codes, ordinances, orders, permits, licenses and binding requirements of any governmental or regulatory authority having jurisdiction over the Parties, the Site or the Works, as in force from time to time.

"Business Day" means a day other than a Saturday, a Sunday or a public holiday in [jurisdiction/city] on which banks are generally open for business.

"Change Order" means a written instrument issued or countersigned by the Owner in accordance with the section of this Contract entitled Variations and Change Orders, directing or recording a Variation and any associated adjustment to the Contract Price or the Time for Completion.

"Contract Documents" means the documents listed as such in the section of this Contract entitled Contract Documents and Order of Precedence.

"Contract Price" means the fixed lump sum of [amount and currency], as adjusted solely by Change Orders issued in accordance with this Contract.

"Defects Liability Period" means the period of [number] months commencing on the date of issue of the Certificate of Practical Completion, as extended in accordance with this Contract.

"Defect" means any part of the Works, or any materials, equipment, design or workmanship, that does not conform to the requirements of this Contract, the Owner's Requirements or Applicable Law, or that is otherwise defective, deficient or unfit for its intended purpose.

"Certificate of Practical Completion" means the written certificate issued by the Owner under this Contract confirming that Practical Completion has been achieved.

"Contractor's Design" means all designs, drawings, calculations, specifications, models and other technical documents prepared by or on behalf of the Contractor for the Works.

"Contractor Personnel" means the Contractor's employees, agents, Subcontractors and suppliers of every tier, and any other person engaged by any of them in connection with the Works.

"Expert" means an independent person with appropriate qualifications and experience in the relevant technical discipline, appointed in accordance with the section of this Contract entitled Governing Law and Dispute Resolution.

"Force Majeure Event" has the meaning given in the section of this Contract entitled Force Majeure.

"Owner's Requirements" means the Owner's brief, performance criteria, functional requirements, standards and specifications for the Works, as described in the Contract Documents, including those set out in [Owner's Requirements document reference].

"Owner's Representative" means the person named by the Owner in writing as its representative for the purposes of this Contract, as replaced by the Owner from time to time by notice to the Contractor.

"Practical Completion" means the stage at which the Works have been completed in accordance with this Contract, save for minor Defects that do not prevent or materially impair the use or occupation of the Works for their intended purpose, all tests have been passed, all approvals and certificates required under Applicable Law for occupation and use have been obtained, and all required documentation has been delivered to the Owner.

"Programme" means the construction programme prepared by the Contractor and approved by the Owner under this Contract, as updated from time to time in accordance with this Contract.

"Retention" means the amount withheld by the Owner from payments to the Contractor in accordance with the section of this Contract entitled Retention and Performance Security.

"Site" means the land and premises identified in the recitals, together with any other area made available by the Owner for the purposes of the Works.

"Subcontractor" means any person engaged by the Contractor to perform any part of the Works or to supply materials, plant or design services for the Works.

"Time for Completion" means the period of [number] days from the Commencement Date, or the date set out in [date], as extended in accordance with this Contract.

"Variation" means any addition, omission, substitution, alteration or change to the quality, quantity, character, sequence or timing of the Works.

"Works" means all design, engineering, procurement, construction, installation, testing, commissioning and other work and services to be performed or supplied by the Contractor under this Contract, including temporary works and the remedying of Defects.

In this Contract, unless the context otherwise requires, headings are for convenience only and do not affect interpretation; the singular includes the plural and vice versa; "including" means "including without limitation"; and references to a person include its successors and permitted assigns.

References to a "section" are to a section of this Contract, and references to "writing" include email only where this Contract expressly so provides. Where any period of time is expressed in days, it means calendar days unless Business Days are specified. No rule of construction shall apply to the disadvantage of a Party on the basis that it prepared this Contract or any part of it.

This Contract consists of the following documents, which are mutually explanatory: (a) the main body of this Contract; (b) any Change Orders issued under this Contract; (c) the Owner's Requirements; (d) the Contractor's Design, as approved or accepted by the Owner; (e) the Programme; and (f) any other document expressly identified in writing by the Parties as a Contract Document.

In the event of any ambiguity, conflict or inconsistency between the Contract Documents, the order of precedence shall be that in which they are listed in the preceding clause, so that the document listed first shall prevail, save that, as between two requirements, the one that is more stringent or more beneficial to the Owner shall prevail irrespective of the document in which it appears.

The Contractor shall promptly notify the Owner in writing upon discovering any ambiguity, discrepancy or omission in the Contract Documents. The Owner shall issue such clarification as it considers appropriate, and the Contractor shall comply with it without adjustment to the Contract Price or the Time for Completion, unless the clarification constitutes a Variation.

The Contractor acknowledges that it has examined the Contract Documents and the Owner's Requirements, has satisfied itself as to their sufficiency for the purposes of designing and constructing the Works, and has included in the Contract Price all costs necessary for the proper performance of its obligations.

No review, comment, approval, acceptance or failure to comment by the Owner or the Owner's Representative on any document or work of the Contractor shall relieve the Contractor of any obligation, responsibility or liability under this Contract.

This Contract constitutes the entire agreement of the Parties in respect of its subject matter and supersedes all prior proposals, tenders, negotiations, representations and understandings, whether written or oral. Any term proposed by the Contractor in any tender, quotation, invoice or delivery document shall be of no effect.

The Contractor shall design, construct, complete, test, commission and hand over the Works, and remedy all Defects, in accordance with this Contract. The Works comprise [detailed description of the Works, including building type, gross floor area, number of storeys, principal systems and finishes].

The Works include all work, materials, labor, plant, equipment, temporary works, utilities connections, permits, supervision and services, whether or not expressly mentioned, that are reasonably inferable from the Contract Documents as necessary for the completion of the Works and for their safe and proper use for the purposes described in the Owner's Requirements.

The Works shall further include the following specific items: [list of principal elements, e.g., site preparation, foundations, structure, envelope, mechanical, electrical and plumbing systems, fit-out, landscaping, external works], and the following items are expressly excluded from the Works: [list of exclusions].

The Contractor shall obtain, at its own cost, all permits, licenses, consents and approvals required for the performance of the Works, save for the following approvals that the Owner shall obtain: [list of Owner-obtained approvals]. The Contractor shall provide all reasonable assistance to the Owner in obtaining such approvals.

The Contractor shall prepare and deliver to the Owner, upon Practical Completion, complete as-built drawings, operation and maintenance manuals, warranties, test certificates, training materials and all other documents specified in the Owner's Requirements or reasonably required for the operation and maintenance of the Works.

The Contractor shall not be entitled to any adjustment to the Contract Price or the Time for Completion by reason of any misinterpretation of the scope of the Works, or any item which, though not specifically described, is necessary to achieve the standards and purposes required by this Contract.

The Owner may, at its discretion, by written notice omit any part of the Works and perform it or have it performed by others, subject to the Variation provisions of this Contract.

The Contractor shall be solely responsible for the design of the Works, including the preparation of all Contractor's Design, and warrants that the design shall be prepared with the skill, care and diligence to be expected of a properly qualified and experienced designer undertaking work of similar nature, scope and complexity.

The Contractor warrants that the Works, when completed, shall be fit for the purposes for which they are intended as stated in or reasonably inferable from the Owner's Requirements, and that they shall comply with all Applicable Law, whether or not such compliance is specified in the Contract Documents.

The Contractor shall submit the Contractor's Design to the Owner for review in stages in accordance with the Programme, namely [concept design, developed design and construction documents or other stages]. The Contractor shall not commence construction of any part of the Works until the relevant Contractor's Design has been submitted to and not objected to by the Owner within [number] Business Days of receipt.

The Contractor shall be responsible for the accuracy and coordination of the Contractor's Design and for any errors, omissions, discrepancies or inconsistencies in it, and shall correct the same at its own cost. The Contractor shall bear all costs and delay consequences arising from any design change required to achieve compliance with the Owner's Requirements or Applicable Law.

The Contractor shall be responsible for the verification of all information concerning the Site, including survey data, subsurface and geotechnical conditions, and utilities, whether or not furnished by the Owner. Any information provided by the Owner is provided for convenience only, without warranty, and the Contractor shall not be entitled to rely on it without independent verification.

The Contractor shall ensure that all design professionals engaged by it are duly licensed, hold professional indemnity insurance as required by this Contract, and shall, upon request, procure collateral warranties in favor of the Owner, its financiers, tenants and successors in title in the form reasonably required by the Owner.

The Contractor's design responsibility shall not be limited, reduced or discharged by any approval, acceptance or comment given by the Owner, the Owner's Representative or any third party.

The Contractor shall perform the Works diligently, expeditiously and in a proper and workmanlike manner, using appropriately qualified, experienced and supervised personnel, and in accordance with this Contract, good industry practice and Applicable Law.

All materials, plant and equipment incorporated in the Works shall be new, of good quality, free from defects, fit for their intended purposes, and in conformity with the Contract Documents. The Contractor shall, on request, provide samples, test certificates and evidence of origin and shall, at its own cost, remove and replace any materials or workmanship the Owner reasonably considers non-conforming.

The Contractor shall appoint a competent, full-time project manager and site supervisor, approved by the Owner, who shall have authority to act on behalf of the Contractor. The Contractor shall not replace key personnel identified in [key personnel list] without the Owner's prior written consent, not to be unreasonably withheld.

The Contractor shall be solely responsible for the safety, security and orderliness of the Site and the Works, for the adequacy and safety of all construction methods, and for compliance with all health, safety and environmental requirements under Applicable Law and the Owner's site rules as notified from time to time.

The Contractor shall submit to the Owner monthly written progress reports, in the form reasonably required by the Owner, covering progress against the Programme, forecast completion dates, cost, health and safety matters, quality control, outstanding issues and anticipated delays, and shall attend progress meetings convened by the Owner at intervals of not more than [number] days.

The Contractor shall permit the Owner, the Owner's Representative and their advisers to inspect, test and audit the Works, materials and records at all reasonable times, at the Site, in workshops or at the premises of suppliers. The Contractor shall give not less than [number] Business Days' notice before covering up any work that requires inspection. Any inspection shall not relieve the Contractor of any obligation.

The Contractor shall keep the Site clean and free from waste and shall dispose of all waste lawfully. The Contractor shall protect adjoining property and existing structures and shall make good, at its own cost, any damage caused by Contractor Personnel.

The Contractor shall be responsible for the acts, defaults and omissions of Contractor Personnel as if they were its own.

The Owner shall grant the Contractor access to the Site on or before the Commencement Date, to the extent necessary to permit the Contractor to commence and progress the Works in accordance with the Programme. Such access shall be non-exclusive and for the sole purpose of performing the Works, and shall be subject to the Owner's reasonable site rules and security requirements.

The Owner shall retain the right of access to the Site and the Works at all times, and may permit other contractors, consultants, tenants or authorities to enter the Site, provided that the Owner uses reasonable endeavors to minimize interference with the Contractor's performance of the Works.

The Owner shall provide to the Contractor such information in its possession relating to the Site and the Owner's Requirements as is specified in [list of Owner-provided information], but without any warranty as to its accuracy or completeness, and the Contractor shall have no claim arising from any inaccuracy or incompleteness.

The Owner shall appoint the Owner's Representative, who shall be authorized to give notices, instructions and approvals on behalf of the Owner, other than any Change Order, termination notice or amendment of this Contract, which shall require the signature of an authorized signatory of the Owner.

The Owner shall pay the Contract Price in accordance with this Contract. The Owner's sole obligations to the Contractor are those expressly stated in this Contract, and no other obligation shall be implied.

If the Owner fails to give access to the Site as required by this Contract, and such failure directly delays the critical path of the Works, the Contractor's sole and exclusive remedy shall be an extension of time under this Contract, and, subject to compliance with the notice requirements herein, the reasonable and substantiated direct costs of delay, excluding profit, overhead and any indirect or consequential loss.

The Contractor shall be deemed to have inspected and examined the Site and its surroundings, and to have satisfied itself as to the nature of the ground and subsoil, hydrological conditions, access, utilities, climatic conditions and all other matters that may affect the Works. No claim shall be made in respect of any condition that an experienced contractor should have foreseen.

The Contractor shall commence the Works on the date specified in a written notice to proceed issued by the Owner, or, failing such notice, on [commencement date] (the "Commencement Date"). The Contractor shall not commence the Works until it has delivered the performance security and insurance certificates required by this Contract.

The Contractor shall proceed with the Works regularly, diligently and without delay, and shall achieve Practical Completion on or before the expiry of the Time for Completion. Time shall be of the essence in respect of the Time for Completion and each milestone date stated in the Programme.

Within [number] days after the Effective Date, the Contractor shall submit to the Owner for approval a detailed Programme in a form reasonably required by the Owner, showing the sequence and timing of design, procurement, construction, testing and commissioning, all key milestones, the critical path, and the dates by which the Contractor requires information or access from the Owner.

The Programme shall be updated monthly, or at such other intervals as the Owner may require, and whenever the Works are delayed or are likely to be delayed. No approval of the Programme or its updates shall constitute an acceptance of any extension of time or an assumption of responsibility by the Owner for the achievability of the Programme.

If at any time the Owner considers that progress is behind the Programme, the Owner may require the Contractor to submit a recovery plan, and the Contractor shall at its own cost take such measures, including increasing labor, working extended hours, and re-sequencing the Works, as are necessary to regain progress and to achieve Practical Completion by the Time for Completion.

The Contractor shall achieve the following milestones by the dates stated: [milestone descriptions and dates]. Failure to achieve a milestone shall entitle the Owner to require a recovery plan, without prejudice to any other right or remedy of the Owner.

The Contractor shall, without additional cost to the Owner, make such allowance in the Programme as is prudent for normal adverse weather, local holidays, and the usual risks associated with works of the nature of the Works.

If the Contractor considers that it is or will be delayed in achieving Practical Completion by a cause listed in the next clause, it shall give written notice to the Owner within [number] days of becoming aware of the cause of delay, and shall, within [number] days thereafter, submit a detailed claim with supporting particulars and a critical path analysis. Failure to comply with these requirements shall be a condition precedent to any entitlement to an extension of time.

The Contractor shall be entitled to a fair and reasonable extension of the Time for Completion to the extent that the critical path is actually delayed by: (a) a Variation instructed by the Owner; (b) a failure by the Owner to give access to the Site as required; (c) a Force Majeure Event, subject to the section entitled Force Majeure; or (d) an act of prevention by the Owner or the Owner's Representative. No other cause of delay shall entitle the Contractor to an extension of time.

The Contractor shall not be entitled to an extension of time to the extent that the delay is caused or contributed to by the Contractor or Contractor Personnel, or where the Contractor has failed to mitigate the delay. Where concurrent delay occurs, the Contractor shall be entitled to an extension of time only, without any additional cost.

If the Contractor fails to achieve Practical Completion by the Time for Completion, the Contractor shall pay to the Owner liquidated damages at the rate of [amount and currency] for each day, or part thereof, from the expiry of the Time for Completion until the date of Practical Completion, or until termination of this Contract, whichever is earlier.

The Parties agree that the liquidated damages represent a genuine pre-estimate of the loss that the Owner would suffer as a result of delay, including loss of use, financing costs, loss of rental or business income and additional professional fees, and are not a penalty. The Owner may deduct liquidated damages from any sum due to the Contractor or recover them as a debt.

The liquidated damages shall be the Owner's sole financial remedy for delay in achieving Practical Completion, but shall not limit the Owner's right to terminate this Contract, to recover damages for any other breach, or to recover damages for delay after the maximum amount has been reached. The aggregate liquidated damages shall be capped at [percentage]% of the Contract Price.

If the Owner delays the Works to the extent that it would be unreasonable to apply liquidated damages, the Owner shall, as the Contractor's exclusive remedy, determine a revised Time for Completion that is fair and reasonable.

The Owner may at any time before Practical Completion, by written instruction, order a Variation. The Contractor shall carry out the Variation promptly, and shall not vary the Works except under a Change Order signed by an authorized signatory of the Owner. No oral instruction, conduct, or acquiescence shall give rise to any entitlement to adjustment of the Contract Price or the Time for Completion.

Upon receipt of a Variation request from the Owner, the Contractor shall, within [number] days and at no charge, submit a written proposal setting out the effect of the Variation on the Contract Price and the Time for Completion, supported by a breakdown of costs, applying the rates and prices set out in [schedule of rates / unit rates], together with any impact on design, permits, warranties, and insurance.

The valuation of a Variation shall be determined by: (a) agreed lump sum; (b) the rates in the Contractor's tender breakdown, where applicable; or (c) failing agreement, fair and reasonable rates, with a mark-up for overhead and profit not exceeding [percentage]%. Omissions shall be valued at not less than the cost savings to the Contractor, including overhead and profit on the omitted work.

The Contractor shall not be entitled to any adjustment arising from changes needed to comply with the Owner's Requirements, Applicable Law, the Contractor's Design, or the correction of Defects, or arising from the Contractor's proposal of value engineering, unless the Owner expressly agrees otherwise in writing.

If the Contractor considers that any instruction constitutes a Variation, it shall notify the Owner in writing within [number] days of receiving such instruction and before commencing the work, failing which the Contractor shall be deemed to have waived any entitlement to an adjustment.

The Contractor may propose value engineering or alternative solutions that reduce cost or accelerate delivery without reducing quality or fitness for purpose. If the Owner accepts such a proposal, the Parties shall share the net savings in the proportion [Owner percentage]% to the Owner and [Contractor percentage]% to the Contractor.

Where the Owner and the Contractor are unable to agree on the valuation or time effect of a Variation, the Contractor shall nonetheless proceed with the Variation, and the matter shall be resolved under the dispute resolution provisions. The Owner may pay on account such amount as it reasonably assesses to be due.

In consideration of the due and complete performance of the Works, the Owner shall pay to the Contractor the Contract Price, being the fixed lump sum of [amount and currency], subject to adjustment only by Change Orders. The Contract Price is firm and is not subject to adjustment for fluctuations in the cost of labor, materials, plant, exchange rates, or for any error in the Contractor's pricing or estimation.

The Contract Price includes all costs, expenses, overheads, profit, duties, levies, and all taxes of every kind, other than [value-added tax or equivalent sales tax], which shall be shown separately on each invoice and paid by the Owner in addition, if properly chargeable, against a valid tax invoice.

The Owner shall pay the Contract Price in stages, upon achievement of the following milestones, in the percentages of the Contract Price indicated: [Stage 1 description] – [percentage]%; [Stage 2 description] – [percentage]%; [Stage 3 description] – [percentage]%; [further stages as required]; and [final stage] – [percentage]%.

Upon achieving each stage, the Contractor may submit to the Owner an invoice accompanied by a written application for payment, a certificate of completion for the relevant stage, evidence of compliance with quality requirements, lien or payment waivers from the Contractor and principal Subcontractors, and such other supporting documents as the Owner may reasonably require.

The Owner shall, within [number] days of receipt of a complete and proper application, notify the Contractor of the amount it considers due, and shall pay such amount, less Retention and any sums the Owner is entitled to deduct or set off, within [number] days of such notification. The Owner may withhold or reduce payment in respect of Defects, delay, unpaid Subcontractors, or any other claim under this Contract.

Payment shall not constitute acceptance of the Works or any part of them, or a waiver of any right of the Owner, and the Owner may correct any overpayment in any subsequent payment. The Owner shall be entitled at any time to set off against any sum due to the Contractor any amount due or claimed in good faith by the Owner from the Contractor under this Contract.

Interest shall accrue on any undisputed sum not paid by its due date at the rate of [percentage]% per annum above [reference rate], from the due date until payment, which shall be the Contractor's sole remedy for late payment. The Contractor shall not suspend the Works or reduce the pace of work by reason of any dispute regarding payment.

Upon completion of the Works and the Contractor's submission of a final account, together with all required documents, the Owner shall pay the final balance within [number] days after the issue of the Certificate of Practical Completion and, subject to the Retention provisions, the delivery of all Contractor deliverables.

The Owner shall be entitled to retain [percentage]% of each payment due to the Contractor as Retention, until the Retention reaches the amount of [percentage]% of the Contract Price. The Retention shall be held by the Owner as security for the due performance of the Contractor's obligations, including the remedying of Defects.

The Owner shall not be required to hold the Retention in a separate account, shall not be a trustee in respect of it, and shall not be liable to pay interest on it, save to the extent that Applicable Law mandatorily provides otherwise.

One half of the Retention shall be released to the Contractor within [number] days after the issue of the Certificate of Practical Completion, and the balance shall be released within [number] days after the expiry of the Defects Liability Period and the remedy of all notified Defects, provided that the Owner may retain an amount equal to the reasonable cost of rectifying any outstanding Defects.

The Contractor may, with the Owner's prior written consent, replace the Retention with an on-demand retention bond issued by a bank or insurer acceptable to the Owner, in the form and amount reasonably required by the Owner. The Owner shall have no obligation to accept such a substitution.

Prior to the Commencement Date, the Contractor shall deliver to the Owner an unconditional, irrevocable, on-demand performance bond, issued by a bank or surety acceptable to the Owner, in an amount of [percentage]% of the Contract Price and in the form reasonably required by the Owner, which shall remain valid until [number] days after the issue of the Certificate of Practical Completion, or such later date as the Owner may specify in respect of the Defects Liability Period.

The Contractor shall, if the Owner so requires, procure a parent company guarantee in favor of the Owner from [guarantor name] in the form reasonably required by the Owner, guaranteeing the performance of the Contractor's obligations under this Contract.

The Owner may call upon the performance security, in whole or in part, at any time that the Contractor is in breach of this Contract, including failure to pay sums due to the Owner, failure to remedy Defects, or insolvency. The Contractor shall maintain and, where necessary, renew or extend the performance security so that it remains in full force and effect for the required period, failing which the Owner may call the security in full.

When the Contractor considers that Practical Completion has been achieved, it shall give the Owner not less than [number] days' written notice, and shall carry out all tests on completion required by the Contract Documents and Applicable Law in the presence of the Owner. The Owner shall, within [number] days after the completion of the tests and the Contractor's delivery of all required documents, either issue the Certificate of Practical Completion or notify the Contractor of the matters preventing certification.

The Owner shall not be obliged to take over any part of the Works before Practical Completion. If the Owner elects to occupy or use any part of the Works before Practical Completion, such use shall not constitute acceptance, shall not relieve the Contractor of any obligation, nor shall it reduce any liquidated damages except proportionately where the Owner has agreed in writing.

The Certificate of Practical Completion may list minor outstanding items (the "Punch List"), which the Contractor shall complete within [number] days of the date of the certificate. If the Contractor fails to do so, the Owner may complete such items at the Contractor's cost, and may deduct the cost, including a [percentage]% administrative charge, from any sum due.

The Contractor shall remedy, at its own cost and without delay, all Defects that appear or are notified to it during the Defects Liability Period. The Contractor shall commence remedial work within [number] days of notice (or immediately in cases of emergency or where the Defect affects health, safety, or the Owner's business operations) and shall complete it within a reasonable time specified by the Owner.

If the Contractor fails to remedy a Defect within the time specified, the Owner may, without prejudice to its other rights, carry out the remedial work itself or through third parties and recover the full cost from the Contractor, including by deduction from the Retention or by calling the performance security.

Any part of the Works that is repaired, replaced or rectified shall be subject to a new Defects Liability Period of [number] months from the date of completion of the remedial work. The Defects Liability Period for the Works shall not otherwise be extended beyond [number] months, save as provided in this clause.

The Contractor's liability for latent Defects, and for Defects arising from the Contractor's gross negligence, wilful misconduct, or design failure, shall continue for the period of [number] years after Practical Completion, or such longer period as is permitted by Applicable Law, and the expiry of the Defects Liability Period shall not limit that liability.

Within [number] days after the expiry of the Defects Liability Period, and subject to the remedy of all Defects, the Owner shall issue a final certificate to the Contractor confirming the satisfactory completion of the Contractor's defects obligations. Such certificate shall not be conclusive evidence of the Works' conformity.

The Contractor shall indemnify, defend, and hold harmless the Owner, its Affiliates, and their respective directors, officers, employees, agents, lenders, and successors (the "Owner Indemnitees") from and against all claims, losses, damages, liabilities, costs, and expenses, including reasonable legal fees, arising out of or in connection with: (a) the death of or injury to any person or loss of or damage to any property caused by the Contractor or Contractor Personnel; (b) any breach of this Contract or Applicable Law by the Contractor; (c) any infringement of third-party intellectual property rights by the Works; (d) any liens, claims, or encumbrances by Subcontractors or suppliers; and (e) any negligent act or omission or wilful misconduct of Contractor Personnel.

The Owner shall indemnify the Contractor only against third-party claims for death, bodily injury or property damage to the extent caused by the negligence of the Owner or its employees, and the Contractor's entitlement under this indemnity shall be reduced to the extent that the Contractor or Contractor Personnel contributed to the loss.

Before commencing any work on the Site, the Contractor shall, at its own cost, obtain and maintain with reputable insurers acceptable to the Owner: (a) contractor's all-risks insurance covering the Works for their full replacement value; (b) commercial general liability insurance of not less than [amount and currency] per occurrence; (c) professional indemnity insurance covering the Contractor's Design of not less than [amount and currency], maintained for [number] years after Practical Completion; (d) workers' compensation or employer's liability insurance as required by Applicable Law; (e) motor vehicle liability insurance; and (f) such other insurance as required by Applicable Law or reasonably required by the Owner.

All insurance policies shall name the Owner and its lenders as additional insureds or loss payees as applicable, shall contain waivers of subrogation against the Owner Indemnitees, shall be primary and non-contributory, and shall provide for not less than [number] days' notice to the Owner before cancellation or material change. The Contractor shall deliver certified copies of the policies to the Owner on request.

The Contractor shall be responsible for all deductibles and self-insured retentions. If the Contractor fails to obtain or maintain any required insurance, the Owner may procure it and recover the premiums from the Contractor, without prejudice to the Owner's other remedies. The Contractor's obligations shall not be limited by the extent of insurance cover.

Neither Party shall be liable to the other for indirect or consequential loss, or for loss of profit, save that this exclusion shall not apply to the Contractor's liability for liquidated damages, the Owner's loss of use, rental income or business income resulting from delay or Defects, third-party claims indemnified hereunder, or liability arising from fraud, gross negligence, or wilful misconduct.

The Owner's aggregate liability to the Contractor under or in connection with this Contract, whether in contract, tort, or otherwise, shall not exceed the unpaid portion of the Contract Price. The Contractor's aggregate liability shall not be limited to the Contract Price, save that, to the extent permitted by Applicable Law, it shall not exceed [percentage]% of the Contract Price, other than in respect of liabilities for death or personal injury, fraud, wilful misconduct, gross negligence, abandonment, third-party indemnities, insurance proceeds, and intellectual property infringement, which shall be unlimited.

Nothing in this Contract shall exclude or limit any liability that cannot be excluded or limited under Applicable Law.

The Owner may at any time and for any reason, by [number] days' written notice, suspend the performance of all or any part of the Works. The Contractor shall promptly comply, protect and secure the Works, and resume upon the Owner's written notice. If the suspension exceeds [number] consecutive days and is not caused by the Contractor's default, a Force Majeure Event, or a matter for which the Contractor is responsible, the Contractor shall be entitled to an extension of time and to its reasonable, documented and unavoidable direct costs of suspension, excluding profit and overhead.

The Contractor may suspend the Works only if the Owner fails to pay an undisputed amount that is due and payable for more than [number] days after the Contractor has delivered a written notice of intention to suspend of not less than [number] days to the Owner (and, where applicable, to the Owner's lender) specifying the default and the Owner has failed to cure it within that notice period.

The Owner may terminate this Contract for default, by written notice with immediate effect, if the Contractor: (a) fails to commence the Works or to proceed with due diligence; (b) abandons the Works or suspends them without cause; (c) fails to achieve a milestone or Practical Completion by the relevant date and does not remedy within [number] days of notice; (d) persistently or materially breaches this Contract and fails to remedy within [number] days of notice; (e) becomes insolvent, enters bankruptcy, administration, liquidation or similar proceedings, or makes an assignment for the benefit of creditors; (f) assigns or subcontracts in breach of this Contract; (g) fails to maintain the insurance or performance security required; (h) the accumulated liquidated damages reach the cap; or (i) engages in corruption or fraud.

Upon termination for the Contractor's default, the Owner may take possession of the Site and the Works, and use all materials, plant, equipment and Contractor's Design, which the Contractor hereby licenses to the Owner for that purpose, and may complete the Works itself or through third parties. The Contractor shall assign, upon request, any subcontracts and supply agreements to the Owner and shall remove its personnel and equipment from the Site.

If termination occurs for the Contractor's default, the Contractor shall not be entitled to further payment until the Works are completed. The Contractor shall pay the Owner the amount by which the cost of completing the Works, together with all other losses, damages and expenses incurred by the Owner as a result of the termination, exceeds the unpaid balance of the Contract Price. If the balance exceeds such cost, the surplus shall be paid to the Contractor after deducting any sums due to the Owner.

The Owner may terminate this Contract for convenience at any time by giving not less than [number] days' written notice to the Contractor. In such event, the Owner shall pay the Contractor for Works properly performed up to the date of termination, plus reasonable and documented demobilization costs and non-cancellable commitments, and the Contractor shall have no claim for loss of profit or any other loss. Such payment shall be the Contractor's sole remedy.

The Contractor may terminate this Contract by written notice only if the Owner fails to pay an undisputed sum that is due, the Works have been suspended for such failure pursuant to this section for more than [number] days, and the Owner has failed to pay within [number] days after the Contractor's further written notice of its intention to terminate.

Termination shall not affect accrued rights and remedies, and the provisions that by their nature are intended to survive, including indemnities, liability, warranties, confidentiality, and dispute resolution, shall survive.

A "Force Majeure Event" means an event or circumstance beyond the reasonable control of the affected Party, which could not have been prevented or overcome by reasonable diligence, precautions, or planning, and which occurs after the Effective Date, including natural catastrophe, earthquake, flood of exceptional severity, fire not caused by the affected Party, war, hostilities, terrorism, civil commotion, epidemic or pandemic resulting in governmental restrictions, and acts of governmental authority of general application.

The following shall not constitute a Force Majeure Event: (a) ordinary or foreseeable adverse weather conditions; (b) shortage of labor, materials, or equipment, or price increases, unless themselves caused by a Force Majeure Event; (c) strikes or industrial action involving the workforce of the Contractor or its Subcontractors; (d) delay by Subcontractors or suppliers, unless caused by an event which would itself be Force Majeure; (e) the Contractor's financial inability to perform; and (f) any event that could have been mitigated by the exercise of reasonable diligence.

A Party affected by a Force Majeure Event shall give the other Party written notice within [number] days of becoming aware of the event, describing its nature, expected duration, and effect on performance, and shall use all reasonable efforts to mitigate its effects and to resume performance as soon as practicable. Failure to give timely notice shall bar any relief.

Subject to compliance with this section, the Contractor shall be entitled to an extension of the Time for Completion to the extent that the critical path is actually delayed by a Force Majeure Event, but shall not be entitled to any additional payment or compensation, and each Party shall bear its own costs arising from the event.

Force Majeure shall not excuse any obligation to pay money that has fallen due, nor the Contractor's obligations in respect of insurance, safety, security, and protection of the Works.

If a Force Majeure Event continues for a period of more than [number] consecutive days, or [number] days in aggregate, the Owner may terminate this Contract by written notice to the Contractor. Upon such termination, the Owner shall pay the Contractor for Works properly performed to the date of termination, and neither Party shall have any further liability to the other, save for accrued rights.

The Contractor shall not subcontract the whole of the Works. The Contractor shall not subcontract any part of the Works without the Owner's prior written consent, which may be withheld at the Owner's discretion in respect of key trades listed in [list of key trades], and which shall otherwise not be unreasonably withheld. Any subcontracting shall not relieve the Contractor of any liability or obligation under this Contract.

Each subcontract shall be in writing and shall contain terms consistent with and no less protective of the Owner than this Contract, including provisions permitting its assignment to the Owner on termination, without the Subcontractor's consent, and requiring compliance with Applicable Law, insurance, safety, and warranty obligations.

The Contractor shall pay each Subcontractor and supplier promptly in accordance with the relevant subcontract, and shall keep the Site and the Works free from all liens, charges and encumbrances arising from the Contractor's or Subcontractor's acts or omissions. The Contractor shall, at its own cost, discharge any such lien within [number] days of notice, failing which the Owner may do so and recover the costs from the Contractor.

The Contractor shall not assign, novate, charge, or otherwise transfer any of its rights or obligations under this Contract without the Owner's prior written consent. The Owner may, without the Contractor's consent, assign, charge, or novate all or any of its rights and obligations under this Contract to any Affiliate, lender, purchaser or tenant of the Site or the Works, or any successor in title, and the Contractor shall execute all documents reasonably required to give effect to it.

All intellectual property rights in the Contractor's Design, the Works, and all documents and materials created by or for the Contractor in connection with the Works (the "Project IP") shall vest in the Owner upon creation, and the Contractor hereby assigns, and shall procure that each Subcontractor and designer assigns, all such rights to the Owner with full title guarantee. To the extent assignment is not permitted, the Contractor grants the Owner an irrevocable, perpetual, worldwide, royalty-free, transferable, sublicensable license to use, copy, modify and adapt the Project IP for any purpose relating to the Works, the Site, and any extension, alteration, repair, maintenance, or operation of the Works.

The Contractor retains ownership of its pre-existing intellectual property and general know-how, and grants the Owner a perpetual, irrevocable, worldwide, royalty-free, transferable license to use them to the extent embedded in or necessary for the use, operation, maintenance, repair, and alteration of the Works.

The Contractor warrants that the Project IP and the Works shall not infringe the rights of any third party, and shall waive, and procure the waiver by its personnel and designers of, all moral rights in the Project IP to the extent permitted by Applicable Law.

The Contractor shall keep confidential all non-public information of the Owner relating to the Works, the Site and the Owner's business, shall use it only for the purposes of this Contract, and shall not make any public announcement or use the Owner's name or the Project for publicity without the Owner's prior written consent.

This Contract and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of [governing law jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt to resolve any dispute, controversy or claim arising out of or in connection with this Contract (a "Dispute") by good faith negotiation between senior executives. Either Party may initiate such negotiation by written notice, and if the Dispute is not resolved within [number] days of such notice, either Party may refer it in accordance with the following clauses.

Any Dispute of a technical nature, including any Dispute as to the quality of the Works, the existence or extent of any Defect, the design, the achievement of Practical Completion, the valuation of Variations, or entitlement to extension of time to the extent it involves technical or programming issues (a "Technical Dispute"), shall be referred by either Party to an Expert for determination. If the Parties do not agree on the identity of the Expert within [number] days of the referral notice, the Expert shall be nominated, at the request of either Party, by [appointing body].

The Expert shall act as an expert and not as an arbitrator, shall determine the Technical Dispute within [number] days of appointment, or such further period as the Parties may agree, shall give written reasons, and may take into account his or her own knowledge and inspect the Site and Works. The costs of the Expert shall be borne as the Expert directs, or in the absence of direction, equally by the Parties.

The Expert's determination shall be binding on the Parties and shall be given immediate effect, and the Parties shall comply with it, unless and until it is revised by an arbitral tribunal under the following clause. Either Party may, within [number] days after receipt of the Expert's determination, give notice of its dissatisfaction, failing which the determination shall be final and binding.

Any Dispute that is not a Technical Dispute, and any Technical Dispute in respect of which a notice of dissatisfaction has been given, shall be finally resolved by arbitration under the rules of [arbitration institution] by [one / three] arbitrator(s) appointed in accordance with those rules. The seat of arbitration shall be [city, jurisdiction], the language shall be English, and the award shall be final and binding on the Parties and may be entered in any court of competent jurisdiction.

Nothing in this section shall prevent either Party from seeking urgent interim or injunctive relief from a court of competent jurisdiction, including in order to protect the Site, the Works, or intellectual property or confidential information, and the Owner may enforce the performance security without being subject to this section.

The Contractor shall continue to perform its obligations under this Contract notwithstanding the existence of any Dispute, and the Owner shall continue to pay undisputed sums. The Parties shall keep the existence and content of any proceedings confidential, except as required by Applicable Law or for the enforcement of any award.

Any notice under this Contract shall be in writing in English, and shall be delivered by hand, by recognized courier, or by registered mail to the address of the receiving Party set out in the signature section, or such other address as it may notify, and shall be deemed received upon delivery, or, if delivered by email to the address stated in the signature section with a copy sent by one of the foregoing methods, on the next Business Day after transmission.

No amendment or variation of this Contract shall be effective unless made in writing, expressly refers to this Contract, and is signed by authorized signatories of both Parties. No waiver of any right shall be effective unless in writing, and no failure or delay in exercising any right shall operate as a waiver of it.

If any provision of this Contract is held to be invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remaining provisions shall continue in full force and effect.

The Contractor is an independent contractor, and nothing in this Contract shall create a partnership, joint venture, agency, or employment relationship between the Parties. The Contractor shall have no authority to bind the Owner.

The Contractor shall comply with all Applicable Law relating to anti-bribery, anti-corruption, sanctions, labor, human rights, and the environment. The Contractor represents that neither it nor any person acting on its behalf has offered, paid, or received any improper payment in connection with this Contract, and the Owner may terminate this Contract immediately in the event of any breach of this clause.

Each Party represents and warrants to the other that it has full power and authority to enter into and perform this Contract, that this Contract constitutes its legal, valid and binding obligation, and that its execution does not conflict with any other agreement or obligation by which it is bound.

The rights and remedies of the Owner under this Contract are cumulative and in addition to any rights and remedies available at law. Each Party shall bear its own costs of negotiating and executing this Contract, and the Contractor shall bear all stamp duties and similar charges relating to this Contract, if any.

This Contract may be executed in any number of counterparts, including by electronic signature or exchange of signed copies in electronic form, each of which shall be deemed an original and all of which together shall constitute one instrument.