Client Project Request

CLIENT PROJECT REQUEST

WHEREAS Client Name: (referred to herein as "Client"),

WHEREAS Contractor Name: (referred to herein as "Contractor"),

WHEREAS the parties wish to set forth the scope, terms, and conditions under which the Contractor will perform the project described below and the Client will request and accept services and deliverables.

Project Identification

Scope of Work

The Contractor shall perform the work described in this Section and any attachments executed by the parties. The Contractor's obligations include preparation, development, testing, delivery, and reasonable revisions to achieve the agreed acceptance criteria.

Schedule & Milestones

Estimated Project Start Date:   Estimated Completion Date:

Payment Terms

Total Project Fee: $

Invoice Terms: Payment due within days from invoice date. Late payment interest at % per month or the maximum permitted by law, whichever is lower.

The Contractor may suspend performance if the Client fails to pay undisputed amounts within days after written notice.

Term and Termination

Term Commencement Date: . Termination Date or Project End Date (if applicable): .

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for days following written notice of breach.

Upon termination, the Client shall pay Contractor for all work performed and non-cancellable obligations incurred up to the effective date of termination. Contractor shall deliver all completed and in-progress deliverables to Client following payment for work performed.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other relating to business operations, technical data, designs, pricing, trade secrets, or client data. Each party shall (a) maintain Confidential Information in confidence, (b) use it only for purposes of performing its obligations under this request, and (c) not disclose it except to employees, contractors, or advisors who need access and are bound by confidentiality obligations no less protective than those herein.

The foregoing obligations do not apply to information that is (i) publicly known through no breach, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of the other's Confidential Information, or (iv) required to be disclosed by law or valid order of a court or governmental authority (provided the disclosing party gives prompt written notice to the other to permit a protective order).

Intellectual Property

Unless otherwise agreed in writing, the Contractor grants to the Client a perpetual, non-exclusive, worldwide license to use deliverables delivered and paid for under this project for Client's internal business purposes. The Contractor retains ownership of pre-existing tools, methodologies, and general know-how. Any assignment of copyrights or moral rights shall be effective upon full and final payment.

Change Orders

Changes to scope, schedule, or price must be documented in a written change order signed by authorized representatives of both parties. No change order is effective without an executed document that specifies the change, any adjustment to the fee, and a revised schedule.

Expenses & Reimbursements

The Client will reimburse Contractor for pre-approved out-of-pocket expenses incurred in connection with the project. Reimbursable expenses require receipts and shall not exceed $ per item unless previously authorized in writing.

Acceptance & Warranty

The Client shall have days following delivery to review and either accept or provide a written list of deficiencies. If no written rejection is provided within that period, deliverables shall be deemed accepted.

Contractor warrants that deliverables will materially conform to the acceptance criteria for a period of days from acceptance. Remedies for breach of warranty will be limited to correction or replacement of nonconforming deliverables at Contractor's expense.

Representations

Each party represents that it has the authority to enter into this request and that performance will not violate any agreement to which it is a party. Contractor represents that services will be performed in a professional manner consistent with industry standards.

Governing Law; Dispute Resolution

This request shall be governed by the laws of the State of , without regard to conflict of law principles. The parties will attempt to resolve disputes in good faith by escalation to senior representatives prior to pursuing litigation.

Entire Agreement

This Client Project Request, together with any executed attachments and change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral. No amendment is effective unless in writing and signed by authorized representatives of both parties.

Notices & Administrative Information

Entity Type

Client Entity Type:   Individual   Corporation   LLC

Contractor Entity Type:   Individual   Corporation   LLC

Additional Provisions

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