Initial Project Task Plan

Initial Project Task Plan and Services Agreement

This Initial Project Task Plan and Services Agreement ("Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain project tasks and deliverables described herein, and Service Provider is willing to perform such services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend for this document to define the initial scope, task assignments, schedule, payment terms, and the contractual framework governing the provision of services for the Project named:

WHEREAS, this Agreement and the attached task plan will serve as the baseline for execution, change control, and acceptance of deliverables.

Scope of Work

Service Provider shall perform the services and tasks described in this Scope of Work. The initial description of work to be performed is as follows:

Tasks, Deliverables and Acceptance

Project Schedule and Milestones

Project Start Date:   Projected Completion Date:

Payment Terms

Total Fee:

Invoicing Terms: Invoices submitted by Service Provider are due and payable within days of receipt.

Late Payment Fee:   (applies to overdue balances until paid)

Term and Termination

Term: This Agreement commences on the Project Start Date and continues until Project Completion or the Project End Date, whichever occurs first, unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing days' prior written notice to the other party. In the event of termination for convenience, Client will pay Service Provider for work performed to the date of termination and reasonable wind-down costs as documented.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

Each party agrees that it shall hold in confidence and not disclose to any third party any Confidential Information of the other party except as required to perform this Agreement. "Confidential Information" includes non-public business, technical and financial information disclosed in connection with the Project.

Confidentiality Obligation Period: years from the date of disclosure, except for trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

Change Control and Amendments

All changes to scope, schedule, or fees must be documented in a written change order signed by authorized representatives of both parties prior to implementation. Unauthorized work may not be billable.

Resources, Responsibilities and Dependencies

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties agree to attempt to resolve disputes in good faith through senior-level negotiation prior to initiating litigation.

Entire Agreement

This Agreement, including any attachments and accepted 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. No amendment shall be effective unless executed in writing by authorized representatives of both parties.

Notices

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