Customer Project Specification

CUSTOMER PROJECT SPECIFICATION

This Customer Project Specification and Agreement (the Agreement) is entered into by and between:

Client Name:

Provider Name:

Effective Date:

RECITALS

WHEREAS, Client desires to engage Provider to perform the services and deliverables described in this Agreement pursuant to the terms set forth herein; and

WHEREAS, Provider represents that it has the necessary experience, personnel and resources to perform the services in accordance with the scope, schedule and standards set forth in this Agreement; and

WHEREAS, the parties intend for this Customer Project Specification to define project requirements, acceptance criteria, payment terms and other material business and legal terms governing the provision of services.

SCOPE OF WORK

Provider shall perform the services and deliverables described below in accordance with the schedules and standards agreed by the parties.

SCHEDULE & MILESTONES

Target completion dates for principal milestones are set out below. Dates are estimates; changes require a written change order signed by both parties.

Target Date:

Target Date:

PAYMENT TERMS

Fixed fee Time and materials Milestone-based

Late payment shall accrue interest at % per month on outstanding amounts, or the maximum permitted by law if less.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated pursuant to this section.

Upon termination, Client shall pay Provider for all services performed and deliverables accepted through the effective date of termination. Provider shall deliver work-in-progress and materials within a reasonable period following termination as set out in a final invoice.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in confidence and not disclose to any third party any Confidential Information of the other party (Disclosing Party). Confidential Information includes non-public business, technical, financial and customer information disclosed in any form. The Receiving Party shall use Confidential Information only to perform its obligations under this Agreement and shall protect it with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt written notice and cooperates to seek protective measures.

CHANGE ORDERS

Any change to the Scope of Work, schedule or price shall be implemented only by written change order signed by authorized representatives of both parties which specifies the change, any effect on schedule, and any adjustment to compensation.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction indicated below without regard to conflict of law principles.

MISCELLANEOUS

Entire Agreement: This Agreement, including any attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes prior negotiations, understandings and agreements. No amendment shall be effective unless in writing and signed by both parties.

Waiver: Failure by either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision. Severability: If any provision is held invalid, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.

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