Business PM Contract

Business PM Contract

This Business Project Management Agreement (Agreement) is made effective as of by and between Client Name: and Project Manager Name: .

Recitals

WHEREAS, Client Name: desires to engage Project Manager to provide project management and related business services for the project described in this Agreement; and

WHEREAS, Project Manager Name: represents that Project Manager has the experience, personnel, and resources necessary to perform the services set forth herein; and

WHEREAS, the parties wish to set forth the terms and conditions governing their relationship, including scope, compensation, confidentiality, and termination.

Scope of Work

Payment Terms

All payments are due in United States dollars. Project Manager shall invoice Client in accordance with the payment schedule. Unless otherwise agreed in writing, undisputed invoices not paid within the agreed payment period shall accrue the Late Payment Fee described above. Client shall be responsible for all reasonable costs of collection, including attorneys' fees, for overdue amounts.

Term and Termination

Term: This Agreement shall commence on Start Date: and, unless earlier terminated as provided herein, shall continue until End Date: .

Either party may terminate this Agreement for material breach by the other party after providing written notice and a reasonable cure period of thirty (30) days, unless a different cure period is specified in writing. Upon termination, Client shall pay Project Manager for all services performed and approved expenses incurred through the effective date of termination, subject to offset for Client's valid claims.

Confidentiality

Each party (Recipient) shall hold in strict confidence all non-public information disclosed by the other party (Discloser) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, contractors, and advisors with a need to know and who are bound by obligations of confidentiality no less protective than those herein; and (c) implement reasonable technical and organizational safeguards to protect Confidential Information. Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of Recipient; (ii) was lawfully in Recipient's possession prior to receipt from Discloser; (iii) is rightfully received by Recipient from a third party without a duty of confidentiality; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information. If Recipient is required by law or regulation to disclose Confidential Information, Recipient shall provide Discloser prompt written notice and cooperate to seek confidential treatment or protective order.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to conflict of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by binding arbitration or litigation as selected by the parties and as permitted by law.

Independent Contractor; Indemnification

Project Manager is an independent contractor and not an employee, agent, or legal representative of Client. Project Manager shall be solely responsible for employment taxes, insurance, and benefits for its personnel. Each party shall indemnify, defend, and hold harmless the other party from claims, liabilities, damages, and expenses arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, subject to any limitations of liability set forth in a separate writing signed by both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing, and shall be deemed given upon receipt.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

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