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Turnkey Contract Agreement
"I need a Turnkey Contract Agreement under Swiss law for the construction of a pharmaceutical manufacturing facility in Basel, with project completion required by June 2025 and specific provisions for GMP compliance and cleanroom specifications."
1. Parties: Identification of the Employer and the Contractor, including their legal details and registered addresses
2. Background: Context of the agreement, project overview, and basis for the contract
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Scope of Work: Comprehensive description of the works to be performed, including design, procurement, construction, and commissioning
5. Contract Price and Payment Terms: Total contract value, payment schedule, milestones, and payment conditions
6. Project Timeline: Commencement date, completion deadline, key milestones, and extension mechanisms
7. Contractor's Obligations: Detailed responsibilities including design, procurement, construction, testing, and commissioning
8. Employer's Obligations: Responsibilities of the employer including site access, permits, and approvals
9. Quality Assurance and Control: Quality standards, inspection procedures, and compliance requirements
10. Testing and Commissioning: Procedures for testing, performance trials, and acceptance criteria
11. Completion and Handover: Requirements for substantial completion, final completion, and project handover
12. Warranties and Defects Liability: Warranty terms, defects notification period, and remedial obligations
13. Risk and Insurance: Risk allocation, required insurance coverage, and liability provisions
14. Force Majeure: Definition of force majeure events and their consequences
15. Changes and Variations: Procedures for handling changes to scope, price, or timeline
16. Suspension and Termination: Rights and procedures for contract suspension or termination
17. Dispute Resolution: Procedures for resolving disputes, including arbitration provisions
18. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction details
19. Miscellaneous: Standard boilerplate provisions including notices, assignment, and severability
1. Technology Transfer: Terms for technology transfer if required, including training and documentation
2. Environmental and Social Requirements: Specific environmental and social obligations beyond standard requirements
3. Local Content Requirements: Provisions for local content or local subcontracting if required
4. Export Control: Required for projects involving controlled technology or international procurement
5. Interface Management: Needed when multiple contractors are involved in the overall project
6. Spare Parts and Long-term Service: Optional provisions for spare parts supply and post-completion services
7. Performance Guarantees: Specific performance guarantees beyond standard warranties
8. Step-in Rights: Employer's rights to step in and take control in specific circumstances
9. Financing Requirements: Special provisions required by project financiers
1. Schedule 1 - Technical Specifications: Detailed technical requirements and performance specifications
2. Schedule 2 - Site Information: Site details, geological data, and access requirements
3. Schedule 3 - Time Schedule: Detailed project schedule including all milestones and deadlines
4. Schedule 4 - Payment Schedule: Detailed breakdown of payments, milestones, and payment conditions
5. Schedule 5 - Key Personnel: List of key personnel from both parties and their roles
6. Schedule 6 - Forms of Guarantees: Templates for performance security, advance payment guarantee, etc.
7. Schedule 7 - Testing and Commissioning Procedures: Detailed procedures for testing and acceptance
8. Schedule 8 - Permits and Licenses: List of required permits and responsible parties
9. Schedule 9 - Insurance Requirements: Detailed insurance requirements and coverage levels
10. Schedule 10 - HSE Requirements: Health, safety, and environmental requirements
11. Schedule 11 - Quality Assurance Plan: Detailed quality control and assurance procedures
12. Schedule 12 - Forms of Certificates: Templates for completion certificates and other formal documents
Authors
Acceptance Certificate
Affiliate
Applicable Laws
Applicable Permits
As-Built Documents
Background IP
Bank Guarantee
Base Date
Best Industry Practice
Change in Law
Change Order
Commencement Date
Commissioning
Completion
Completion Certificate
Confidential Information
Construction Documents
Contract
Contract Price
Contractor
Contractor's Documents
Contractor's Equipment
Contractor's Personnel
Contractor's Representative
Defect
Defects Notification Period
Delay Damages
Delivery
Design Documents
Dispute
Effective Date
Employer
Employer's Equipment
Employer's Personnel
Employer's Representative
Employer's Requirements
Environmental Requirements
EPC Contract
Extension of Time
Final Acceptance
Final Completion Certificate
Final Payment Certificate
Force Majeure
Good Industry Practice
Governing Law
Guarantee Test
Handover
HSE Requirements
Intellectual Property Rights
Interim Payment Certificate
Key Personnel
Liability Period
License
Liquidated Damages
Maintenance Period
Material Adverse Effect
Milestone
Notice
Notice to Proceed
Operation and Maintenance Manuals
Parent Company Guarantee
Performance Bond
Performance Guarantee Test
Performance Securities
Performance Specification
Permits
Project
Project Manager
Project Schedule
Provisional Acceptance
Punch List
Quality Assurance Plan
Retention Money
Schedule of Payments
Site
Specification
Subcontractor
Substantial Completion
Taking-Over Certificate
Technical Specifications
Technology
Termination
Test on Completion
Time for Completion
Variation
Warranty Period
Work
Works
Contract Documents
Language and Law
Scope of Work
Design Obligations
Contractor's Representations
Employer's Representations
Contract Price
Payment Terms
Performance Security
Parent Company Guarantee
Site Access
Site Conditions
Health and Safety
Environmental Protection
Quality Assurance
Program and Progress
Extensions of Time
Liquidated Damages
Testing and Inspection
Completion
Defects Liability
Variations
Insurance
Force Majeure
Suspension
Termination
Risk Allocation
Intellectual Property
Confidentiality
Assignment and Subcontracting
Compliance with Laws
Permits and Licenses
Warranties
Liability and Indemnification
Dispute Resolution
Performance Guarantees
Documentation Requirements
Training Obligations
Spare Parts
Technology Transfer
Project Management
Reporting Requirements
Interface Management
Commissioning
Handover
Maintenance Support
Step-in Rights
Title and Risk
Claims Procedure
Notices
Entire Agreement
Construction
Infrastructure
Energy
Industrial Manufacturing
Power Generation
Oil and Gas
Chemical Processing
Pharmaceutical Manufacturing
Data Centers
Renewable Energy
Mining
Waste Management
Water Treatment
Legal
Project Management
Construction
Engineering
Procurement
Finance
Risk Management
Quality Assurance
Health Safety Environment
Operations
Commercial
Technical Services
Compliance
Contract Administration
Project Director
Contract Manager
Legal Counsel
Chief Executive Officer
Chief Financial Officer
Project Manager
Construction Manager
Procurement Manager
Technical Director
Risk Manager
Commercial Manager
Quality Assurance Manager
HSE Manager
Design Manager
Engineering Manager
Finance Director
General Counsel
Operations Director
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