Work Order

MARINE VAULT OWNER / CONTRACTOR SERVICE AGREEMENT

This Agreement is intended to be used with the Marine Vault Work Order identified above. The Work Order and any approved written Change Orders are incorporated into this Agreement by reference.

1. Parties and Project. This Service Agreement ("Agreement") is entered into between the vessel owner or authorized owner's representative identified above ("Owner") and the contractor, subcontractor, technician, supplier, or vendor identified above ("Contractor"). Owner engages Contractor to perform the services, labor, repairs, maintenance, installations, diagnostics, deliveries, or other work described in the referenced Marine Vault Work Order ("Work"). Contractor accepts the engagement subject to this Agreement.

2. Contract Documents and Scope. The contract documents consist of this Agreement, the referenced Work Order, accepted proposals or estimates, written specifications, photographs or attachments included with the Work Order, and written Change Orders approved by Owner and Contractor. The Work Order controls the specific scope, quantities, pricing, vessel information, and project details. If there is a direct conflict, a later written Change Order controls the affected item, followed by this Agreement and then the original Work Order.

3. Changes and Additional Work. Contractor will not materially expand the scope or incur material additional charges without Owner's prior written or electronic approval, except when immediate action is reasonably necessary to protect persons or the vessel from imminent damage. Change Orders should identify the added or deleted work, price adjustment, and any schedule impact. Messages or approvals transmitted through Marine Vault may serve as written evidence of approval.

4. Pricing, Invoices, Taxes and Payment. Pricing and payment terms are as stated in the Work Order, accepted proposal, invoice, or approved Change Order. Unless the parties separately agree otherwise, Owner and Contractor arrange and make payment directly between themselves. Contractor is responsible for accurately invoicing labor, materials, taxes, fees, and approved reimbursable costs. Owner may reasonably request supporting receipts or documentation for reimbursable items. Marine Vault does not hold, receive, guarantee, or release project funds under this Agreement.

5. Scheduling, Access and Vessel Protection. The parties will coordinate reasonable access to the vessel and work area. Owner will disclose known access restrictions and material conditions that may affect the Work. Contractor will use reasonable care to protect the vessel, furnishings, finishes, equipment, and adjacent areas and will maintain a reasonably clean and safe work area. Contractor will promptly report material damage, unsafe conditions, or circumstances likely to delay completion.

6. Contractor Responsibilities. Contractor represents that it will perform the Work in a professional and workmanlike manner consistent with generally accepted marine-industry practices applicable to the services being performed. Contractor is responsible for its personnel, subcontractors, tools, methods, supervision, and compliance with laws and marina or yard rules applicable to its Work. Contractor will not operate the vessel or conduct sea trials unless authorized by Owner and appropriately qualified.

7. Licensing, Insurance and Credentials. Contractor is responsible for maintaining licenses, registrations, permits, and insurance required by applicable law or reasonably appropriate for its services. Any credentials, licenses, or insurance documents displayed through Marine Vault are provided for convenience and must be independently confirmed by the parties. Owner may request current certificates before work begins.

8. Owner Responsibilities. Owner represents that Owner has authority to authorize the Work and will provide reasonably accurate vessel and project information. Owner will provide timely decisions, access, and any owner-supplied parts or materials identified in the Work Order. Owner is responsible for disclosing known hazards or special conditions that could reasonably affect Contractor's work or safety.

9. Hidden Conditions, Diagnostics and Parts. Marine repair work may reveal concealed damage, corrosion, wiring or plumbing defects, prior improper repairs, inaccessible components, or other conditions not reasonably discoverable before work begins. Contractor will notify Owner when such conditions materially affect scope, cost, or schedule and will obtain approval for additional work as required by Section 3. Diagnostic time may be chargeable when stated in the Work Order or approved by Owner.

10. Completion, Inspection and Punch List. Contractor will notify Owner when the Work is substantially complete. Owner will have a reasonable opportunity to inspect the completed Work and identify incomplete or nonconforming items. Contractor will be given a reasonable opportunity to correct items for which it is responsible. Use of the vessel does not by itself waive a properly reported defect.

11. Warranties. Contractor is responsible for any express workmanship warranty stated in the Work Order, proposal, or invoice. Manufacturer warranties on parts or equipment, if any, are governed by the manufacturer. Unless expressly stated in writing by Contractor, no additional warranty term is created by Marine Vault. Nothing in this Agreement is intended to waive a warranty or remedy that cannot lawfully be waived.

12. Damage, Indemnity and Responsibility for Personnel. Each party is responsible for loss, damage, claims, or injury to the extent caused by that party's negligence, willful misconduct, breach of this Agreement, or the acts or omissions of persons under that party's direction or control. To the extent permitted by law, each party will indemnify and hold the other harmless from third-party claims arising from such conduct. This section does not require either party to indemnify another party for that other party's own negligence or misconduct.

13. Delays and Force Majeure. Neither Owner nor Contractor will be considered in breach for reasonable delay caused by events beyond that party's reasonable control, including severe weather, marina or yard restrictions, supply-chain delays, governmental action, labor disruptions, casualty, or vessel access limitations. The affected party will communicate material delays as soon as reasonably practical.

14. Suspension and Termination. Owner may suspend or terminate unperformed Work by written notice. Contractor may suspend Work for nonpayment of undisputed amounts, unsafe conditions, lack of access, or other material breach after reasonable notice when practicable. Upon termination, Contractor is entitled to payment for authorized Work properly performed, approved materials purchased for the project, and other non-cancelable authorized costs, subject to any valid offsets or claims.

15. Disputes Between Owner and Contractor. Owner and Contractor will first attempt in good faith to resolve any dispute directly. If they cannot resolve it, either party may pursue mediation, arbitration, litigation, or other remedies as separately agreed or permitted by applicable law. Unless the parties insert a different governing law below, the law applicable to the project location will govern, without requiring Marine Vault to participate in the dispute.

16. Marine Vault Platform Role. Marine Vault is a technology platform that provides administrative tools for users to create and exchange Work Orders, communicate, document approvals, and maintain project records. Marine Vault is not a party to this Agreement and does not represent, act for, or serve as agent, broker, contractor, owner, owner's representative, vessel manager, employer, insurer, guarantor, escrow agent, financial institution, attorney, law firm, or legal advisor for either party. Marine Vault does not negotiate, approve, review, supervise, endorse, warrant, or guarantee this Agreement, the Work, any contractor or vendor, workmanship, materials, pricing, payment, scheduling, licensing, insurance, safety, or project outcome. This Agreement is provided only as a simple, optional contracting format for Marine Vault users to document their own agreement. It is not legal advice and is not represented by Marine Vault as having been prepared, approved, reviewed, or determined sufficient for either party by an attorney. Each party is solely responsible for deciding whether this Agreement is appropriate for its circumstances and is encouraged to have independent legal counsel review it before signing. To the fullest extent permitted by applicable law, Marine Vault and its owners, managers, officers, employees, affiliates, and service providers shall have no responsibility or liability for claims, losses, damages, costs, disputes, nonpayment, defective work, property damage, personal injury, delays, legal fees, or other liabilities arising out of or relating to this Agreement, the Work Order, the project, or the acts or omissions of Owner, Contractor, or any third party. Nothing in this section excludes liability that cannot legally be excluded or limited.

17. Electronic Records and Signatures. The parties agree that electronic signatures, platform approvals, electronic records, and electronically transmitted copies of this Agreement, Work Orders, Change Orders, proposals, invoices, and related communications may be used as originals to the extent permitted by applicable law. Each signer represents that the signer has authority to bind the party for whom the signer signs.

18. General Terms. This Agreement and the incorporated contract documents contain the parties' agreement concerning the Work and may be amended only by a written or electronic agreement accepted by both parties. If any provision is unenforceable, the remaining provisions remain effective to the extent permitted by law. Failure to enforce a provision once does not waive future enforcement. Headings are for convenience only.