Business Project Scope Document

Business Project Scope Document

Parties and Effective Date

This Business Project Scope Document (the Agreement) is entered into as of Effective Date: by and between Client Name: and Contractor Name: .

Client Address:

Contractor Address:

WHEREAS (Recitals)

WHEREAS, Client requires certain professional services and deliverables in connection with the project titled: (the Project); and

WHEREAS, Contractor represents that it possesses the experience, personnel and resources necessary to perform the Project in accordance with the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows.

Scope of Work

Contractor shall perform the services and deliver the work products described below. Services shall be performed in a professional manner consistent with industry standards and in accordance with the schedule and acceptance criteria set forth in this Agreement.

Deliverables and Milestones

Deliverables (describe each deliverable, format, and acceptance procedure):

Milestone 1 - Description: Due Date: Amount:

Milestone 2 - Description: Due Date: Amount:

Payment Terms

Total Contract Price:

Payment Schedule and Invoicing Procedure:

Payment Due Days After Invoice: Late Fee:

Term and Termination

Term Commencement Date: Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Termination for cause shall be permitted if a party materially breaches the Agreement and fails to cure such breach within thirty (30) days of receipt of written notice from the non-breaching party, or within any shorter cure period where the cure is not feasible or would cause further harm.

Confidentiality

Each party shall keep confidential and shall not disclose to any third party any Confidential Information received from the other party without the other party's prior written consent. "Confidential Information" includes non-public business, technical, financial, and customer information disclosed in connection with the Project. Confidential Information shall not include information that is or becomes generally available to the public through no fault of the receiving party; is independently developed by the receiving party without reference to the disclosing party's Confidential Information; is rightfully received from a third party without breach of any obligation of confidentiality; or is required to be disclosed by law, regulation, or valid order of a court or regulatory authority, provided that the receiving party gives prompt written notice to the disclosing party to allow it to seek protective measures.

Confidentiality Obligations Duration:

Mutual Confidentiality Acknowledgement: Both parties acknowledge and agree to the confidentiality obligations set forth above.

Warranties and Liability

Contractor warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE OR DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties shall attempt in good faith to resolve disputes by negotiation prior to initiating litigation. If the parties are unable to resolve a dispute within sixty (60) days, either party may pursue any available remedy in a court of competent jurisdiction.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the Project and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and executed by authorized representatives of both parties.

Additional Terms

Project Contacts

Client Project Manager:

Contractor Project Manager:

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