Implementation Project Packet

Implementation Project Packet

Project Name:     Agreement Date:

Recitals

WHEREAS, Client Name: desires to engage Service Provider: to perform implementation services for the Project described herein on the terms and conditions set forth in this Implementation Project Packet (the "Agreement").

WHEREAS, Provider warrants that it has the professional skill, personnel, and resources necessary to perform the services and deliverables set forth in the Scope of Work and agrees to perform such services in a diligent, workmanlike manner consistent with industry standards.

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

Scope of Work

The Provider shall perform the implementation services, tasks, and deliverables set forth below in accordance with the acceptance criteria and schedule. Services include configuration, integration, testing, training, and documentation as specified.

Milestones and Schedule

Milestone 1:   Due:

Milestone 2:   Due:

Milestone 3:   Due:

Payment Terms

Total Contract Amount: $    Deposit Amount: $

Payment Terms: Payments are due within days of invoice receipt. Late payments accrue interest at % per month, or the maximum permitted by applicable law, whichever is less.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. For material breach, the non-breaching party may terminate if the breach is not cured within days after written notice specifying the breach. Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective termination date.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all confidential or proprietary information disclosed by the other party (the "Disclosing Party") and shall not disclose such information to third parties except as necessary to perform its obligations under this Agreement. Confidential information does not include information that is publicly known through no fault of the Receiving Party, was already in the Receiving Party's possession without obligation of confidentiality, or is required to be disclosed by law, provided notice is given to the Disclosing Party to permit protective measures.

The obligations of confidentiality survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall remain protected for so long as they qualify for such protection.

Intellectual Property

Unless otherwise agreed in writing, Client shall own Deliverables specifically custom-created for Client pursuant to this Agreement, subject to payment in full. Provider retains ownership of its pre-existing tools, methodologies, libraries, and general know-how. If parties agree that Provider will retain ownership until payment, indicate acceptance by checking the box below.

Provider retains ownership of developed materials until full payment is received.

Change Orders

Any change to scope, schedule, or fees must be documented in a written change order signed by authorized representatives of both parties. Change orders shall describe the change, the effect on fees and schedule, and any additional terms. Authorized approver for change orders:

Acceptance

Client shall have business days to accept or provide written defects for correction following delivery of each Deliverable. Failure to deliver written objections within the acceptance period will be deemed acceptance.

Warranties; Limitation of Liability; Indemnity

Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID TO PROVIDER UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE CLAIM, EXCEPT FOR LIABILITY RESULTING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Each party shall indemnify and hold the other harmless from third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct, subject to the indemnified party's compliance with notification and cooperation obligations.

Governing Law

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

Entire Agreement

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

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