Client Project Assignment

CLIENT PROJECT ASSIGNMENT

Effective Date:   Client Name:   Contractor Name:

Client Address:

Contractor Address:

WHEREAS

WHEREAS, Client has authority to assign the Project identified below and desires to engage Contractor to perform certain services and produce deliverables in connection with the Project; and

WHEREAS, Contractor has the necessary expertise, personnel and capacity to perform the Scope of Work described in this Agreement and to accept assignment of the Project upon the terms set forth herein.

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

PROJECT IDENTIFICATION

SCOPE OF WORK

PAYMENT TERMS

Total Payment Amount:

Late Fee:   Payments are due within days of invoice. All amounts payable are exclusive of taxes; the party required by law to collect taxes shall do so and remit to the appropriate authority.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately upon written notice for material breach that remains uncured for thirty (30) days after receipt of written notice of such breach. Upon termination, Contractor shall deliver all completed Deliverables and all Client materials in Contractor's possession; Client shall pay Contractor for all work performed through the effective date of termination in accordance with the Payment Terms.

CONFIDENTIALITY

Each party shall hold in confidence and not disclose to any third party any Confidential Information of the other party, and shall use the same degree of care to protect the other party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession without restriction prior to disclosure by the disclosing party; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt written notice and reasonably cooperates with the disclosing party to seek protective relief.

DELIVERABLES AND INTELLECTUAL PROPERTY

Subject to full payment by Client of all amounts due under this Agreement, Contractor hereby assigns to Client all right, title and interest in and to the final Deliverables specifically created for Client under this Agreement. Contractor retains ownership of Contractor's pre-existing materials, tools, methodologies, know-how and general skills, and any third-party materials licensed to Contractor. Contractor shall identify any pre-existing or third-party materials incorporated in the Deliverables at or prior to delivery. If a Deliverable includes open-source or third-party components, such components remain subject to their respective licenses and are not assigned.

REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has full power and authority to enter into this Agreement. Contractor warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY IN THE PRECEDING SENTENCE, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes by negotiation; if unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in the county of the governing state, and judgment on the award may be entered in any court of competent jurisdiction.

ENTIRE AGREEMENT; AMENDMENTS

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

MISCELLANEOUS

Relationship of Parties: The parties are independent contractors and nothing in this Agreement creates an employer-employee, partnership or joint venture relationship. Assignment: Neither party may assign this Agreement or its rights hereunder without the prior written consent of the other party, except that Client may assign to a successor in interest upon written notice to Contractor. Severability: If any provision is held invalid, the remainder shall continue in full force and effect.

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