,MCDERMOTT,
SERVICES AGREEMENT
This AGREEMENT is madeeffective this day of
, 2018, by and between CBI Services, LLC, a
Delaware corporation having an office at 14107 South Route 59, Plainfield, IL 60544 (“CB&l"} and
, having an office at
THE PARTIES HERETO MUTUALLY AGREE AS
FOLLOWS:
1.0 SERVICES. CB&l shall provide for CLIENT, in
accordance with the terms and conditions of this
Agreement, the services specified in Exhibit A, which is
attached hereto and made a part hereof (hereinafter
“Services’). The Services are intended for a specific
purpose or for a specific project as defined in Exhibit A.
The Services shall be performed in accordance with
generally accepted professional standards.
2.0 TIME. CB&l shall commence the Services following
execution of this Agreement. CB&! shall perform the
Services as expeditiously as is consistent with
professional skill and care and any time schedule that
may be included in Exhibit A hereto.
3.0 PAYMENTS TO CB&l
3.1 Methed of Compensation - CLIENT agrees to pay
CB&l for the Services and related expenses by the
method defined and in the form specified or at the rates
specified in Exhibit B, which is attached hereto and
made a part hereof.
3.2 Time of Payment - CB&l will submit manihly
invoices for Services rendered and for Expenses incurred
at the rates shown in Exhibit B. When compensation is
on the basis of a lump sum for the Services, the invoices
will be based on CB&I's estimate of the proportion of the
total services actually completed at the time of billing or
on the achievement of agreed Milestones. CLIENT
agrees to pay these invoices within fifteen (15) days of
the invoice date and agrees to pay a finance charge of
one and one-half percent (1.5%} per month, or the
maximum rate allowed by applicable law, whichever is
less, on invoices that have not been paid by CLIENT
within thirty (30) days.
3.3 Suspension of Services - If CLIENT fails to make
any payment due CB&l for Services and expenses within
forty five (45} days after receipt of CB&I’s invoice
therefor, CB&1l may, after giving seven (7) days’ written
notice to CLIENT, suspend Services under this
Agreement unti! CB&l has been paid in full all amounts
due CB&l for Services and Expenses.
Page 1 of 4
CB&/i Standard Services Agreement
CLIENT’), collectively the “Parties”.
3.4 Payment Delay - ff a delay in payment of an
undisputed invoiced amount continues for more than thirty
{30} days from its due date, CB&i shall have the right
to suspend the Services until such amount is duly paid
with the correspondent interest, and additionally CB&l
shall be entitled to be paid any costs incurred as the
result of such suspension. Further, CB&l shall be
entitled to terminate this Agreement due to the failure by
CLIENT to pay an undisputed invoiced amount to CB&i
for a period longer than sixty (60) days past the due date.
4.0 INDEPENDENT CONTRACTOR, In the perform-
ance of the Services hereunder, CB&l shall be deemed
an independent contractor, and any of its employees
performing work hereunder shall be deemed employees
of CB&l. CLIENT shall exercise no supervision over
CB&l’s employees and shall have no right to select which
CB&l employees shall perfarm the Services. CB&l shall
select the employees to perform the Services, however,
CB&I will give consideration to requests by CLIENT for
changes in personnel.
5.0 PROPRIETARY INFORMATION
5.1 Proprietary Information to Remain Confidential -
All proprietary business and proprietary technical
information made available to CB&I by CLIENT and
specified by CLIENT as proprietary in writing will remain
as property of CLIENT. CB&l will net use CLIENT’s
proprietary information for any purpose other than as
requested by CLIENT. All CB&l proprietary business and
technical information made available to CLIENT and so
specified by CB&I will remain property of CB&I. CLIENT
will not divulge such CB&I proprietary information to any
other party except with written permission from CB&l.
5.2 Exclusions - Any business or technical information
exchanged between the parties hereunder shall not be
deemed to be proprietary if such information falls into any
of the following categories:
(a) Information which, at the time of disclosure hereunder,
is in the public domain;
(b) Information which, after disclosure hereunder, enters
the public domain, except where such entry is the
result of a breach of this Agreement by either party
hereto;
May 2075
