Business PM Letter

BUSINESS PM LETTER AGREEMENT

This Business PM Letter Agreement (the "Agreement") is entered into as of (the "Effective Date") by and between:

RECITALS

WHEREAS, the Client desires to engage the Project Manager to provide project management and related services for the project described as ; and

WHEREAS, the Project Manager represents that it has the skill, experience, personnel and resources necessary to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services to be provided by the Project Manager.

SCOPE OF WORK

The Project Manager will provide professional project management services to oversee, coordinate, and report on project activities, including but not limited to planning, resource coordination, schedule management, risk management, stakeholder communications, and monthly progress reporting. Specific deliverables, milestones and acceptance criteria are described below or as may be agreed in writing by the parties.

PAYMENT TERMS

Compensation for the services described in this Agreement shall be as follows:

Payments are due within days of invoice. Late payments shall incur a late fee of per month on the outstanding balance, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party or use for any purpose other than the performance of this Agreement any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" includes non-public business, technical, financial and other proprietary information disclosed in connection with this Agreement, whether written or oral. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party; or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own similar confidential information, but in no event less than reasonable care. The obligations under this Section shall survive for years after termination or expiration of this Agreement.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, all deliverables produced by the Project Manager pursuant to this Agreement and paid for by the Client (the "Deliverables") shall be deemed works made for hire and the exclusive property of the Client. To the extent any Deliverables do not qualify as work made for hire, the Project Manager hereby assigns and agrees to assign all right, title and interest in and to such Deliverables to the Client upon full payment.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's negligence, willful misconduct or material breach of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto and any written change orders or amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether written or oral. No modification to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or sent by certified mail, return receipt requested, or by overnight courier to the contact address provided below.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The failure of either party to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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