Client Project Brief

CLIENT PROJECT BRIEF

WHEREAS, Client Name: (the "Client") seeks to retain professional services to perform the project described below; and

WHEREAS, Service Provider Name: (the "Service Provider") represents that it has the expertise, personnel, and resources necessary to perform such services on the terms set forth herein;

WHEREAS, the parties agree that this Client Project Brief, together with any attachments and executed signatures, will govern the understanding and responsibilities between the parties for the referenced project effective as of Effective Date: .

Project Identification

Primary Contacts

Project Overview

Provide a concise summary of objectives, business drivers, and desired outcomes.

Scope of Work

The Service Provider will perform the following work. This scope identifies the specific services, deliverables, acceptance criteria, and any explicit exclusions. Any work outside this scope will be governed by the Change Order procedure below.

Deliverables & Milestones

Identify each deliverable, associated acceptance criteria, and target completion dates.

Due Date:

Due Date:

Payment Terms

Total Project Fee:

Invoicing and Payment: Invoices will be issued in accordance with the payment schedule above. Payment is due within days of invoice receipt unless otherwise agreed in writing.

Late Payment: Past due amounts shall accrue interest at the lesser of (i) 1.5% per month, or (ii) the maximum rate permitted by applicable law. The Service Provider may suspend work if invoices remain unpaid more than days after notice.

Expenses and Reimbursables

Change Orders

Any changes to scope, schedule, or fee must be documented in a written change order signed by authorized representatives of both parties. Change orders will state the scope change, impact on schedule, and any adjustment to fees and payment milestones.

Confidentiality

The parties acknowledge that in performance of this Brief they may exchange Confidential Information. "Confidential Information" means non-public information expressly designated as confidential or which a reasonable person would understand to be confidential. Each party shall: (a) use Confidential Information only for performance under this Brief; (b) limit disclosure to those employees or contractors who have a need to know and are bound to maintain confidentiality; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential materials but in no event less than reasonable care. Confidential Information shall not include information that is or becomes public without breach, independently developed by recipient, or rightfully received from a third party without restriction. Upon termination or request, recipient will return or destroy Confidential Information and certify such disposition if requested in writing.

Intellectual Property

Unless otherwise agreed in writing, the Service Provider grants the Client a nonexclusive, worldwide, royalty‑free license to use final deliverables delivered and accepted under this Brief for the Client's internal business purposes. The Service Provider retains ownership of pre‑existing materials, tools, methodologies, and any general know‑how. Any transfer of source files, proprietary tools, or assignment of copyrights shall be explicitly documented and compensated.

Acceptance Criteria

Term and Termination

This Brief commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate for material breach if the breach is not cured within 30 days after written notice of the breach. Termination shall not relieve the Client of the obligation to pay for services performed and reimbursable expenses incurred through the termination date.

Indemnification & Liability

Each party shall indemnify and hold harmless the other party from third‑party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Brief. Except for indemnification obligations and breaches of confidentiality, neither party's liability to the other shall exceed the total fees paid to the Service Provider under this Brief in the 12 months preceding the claim. Neither party will be liable for consequential, incidental, special, or punitive damages.

Governing Law

This Brief shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

Entire Agreement

This Client Project Brief, including any attachments or executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, representations, and agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices shall be sent to the primary contact addresses provided above. If any provision of this Brief is held invalid, the remaining provisions shall remain in full force and effect. The parties acknowledge that they have had an opportunity to seek independent counsel prior to executing this Brief.

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