Client Project Specification Document

CLIENT PROJECT SPECIFICATION DOCUMENT

Parties and Recitals

Client Name:     Address:

Service Provider Name:     Address:

WHEREAS, Client desires to engage Service Provider to perform the services and produce the deliverables described herein under the terms and conditions of this Document; and

WHEREAS, Service Provider has represented that it possesses the skill, personnel and resources to perform the project in accordance with the schedule and specifications agreed by the parties; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

Scope of Work

Payment Terms

Total Contract Amount: $     Currency:

Retainer or Deposit (if any): $     Payment Method:

Late Fee: A late fee of shall apply to any undisputed amount not paid within days after invoice date.

Term and Termination

Effective Start Date:     Expected Completion Date:

Notice Period (days):

Confidentiality

Each party shall keep confidential and shall not disclose to any third party any Confidential Information received from the other party, except as required by law or as necessary to perform its obligations under this Document. Confidential Information means non-public technical, business or financial information designated as confidential or that reasonably should be understood to be confidential. The obligations of confidentiality shall continue for following termination.

Intellectual Property and Deliverables

Ownership of deliverables: . Service Provider grants Client a non-exclusive license to pre-existing materials necessary for Client's use of the deliverables unless otherwise agreed.

Representations, Warranties and Liability

Each party represents that it has authority to enter into this Document and that performance hereunder will not violate any agreement with a third party. Service Provider warrants that deliverables will materially conform to the specifications set forth in this Document for a period of following acceptance.

Limitation of Liability: Except for liability arising from gross negligence or willful misconduct, each party's aggregate liability under this Document shall not exceed $.

Dispute Resolution and Governing Law

The parties shall attempt in good faith to resolve disputes promptly by negotiation. If unresolved within days, disputes shall be resolved by in accordance with the laws of .

Notices

Entire Agreement

This Document, together with any attachments, exhibits and referenced specifications, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

General Provisions

Assignment: Neither party may assign its rights or delegate its obligations under this Document without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a sale of all or substantially all of its assets or equity.

Severability: If any provision of this Document is held invalid or unenforceable, the remainder of this Document will remain in full force and effect.

Acknowledgment

Each signatory below represents and warrants that they are duly authorized to execute and deliver this Document on behalf of the entity for which they sign and that this Document constitutes a valid and binding obligation of such entity.

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