IT Project Document

IT Project Document

This IT Project Document (the Agreement) is entered into as of by and between Client Name: with address and Service Provider Name: with address .

WHEREAS

1. Client desires to engage Provider to perform certain information technology services and deliverables as described herein, and Provider has the capability and expertise to perform such services.

2. The parties intend for this Agreement to set forth the parties' respective obligations, delivery schedule, payment terms and ownership of work product relating to the Project.

3. The parties agree that the terms set forth below constitute the complete agreement between the parties with respect to the Project.

SCOPE OF WORK

PROJECT SCHEDULE & MILESTONES

Start Date:    Estimated End Date:

Due Date:

Due Date:

ACCEPTANCE

Acceptance Criteria: Provider shall deliver the applicable deliverable and Client shall have a period of days from delivery to perform functional testing and either accept the deliverable in writing or provide a written nonconformance notice specifying defects. Absent notice within the acceptance period, deliverable is deemed accepted.

CHANGE ORDERS

Any change in scope, schedule or price shall be made only by written change order signed by authorized representatives of both parties. Provider will not proceed with changed work until a signed change order is issued.

Check to acknowledge that written, signed change orders are required for scope or price changes.

PAYMENT TERMS

Invoices are due within days of receipt. Late payments shall accrue interest at % per month (or the maximum lawful rate) and a late fee of may be applied.

EXPENSES & TAXES

Client shall reimburse Provider for pre-approved out-of-pocket expenses incurred in performance of the Project. Unless otherwise stated, fees are exclusive of taxes; Client shall pay applicable sales, use, value-added and other taxes imposed on transactions under this Agreement, excluding Provider's income taxes.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in deliverables created specifically for Client under this Agreement as a work made for hire. Provider retains ownership of pre-existing tools, libraries, templates and methodologies and grants Client a perpetual, worldwide, non-exclusive license to use any such Provider materials incorporated into deliverables solely as part of the deliverables.

Select if Provider is assigning all project-specific IP to Client.    Select if Provider retains background IP and grants Client a license to use deliverables.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party in connection with the Project and shall not disclose such information except as necessary to perform under this Agreement or as required by law. Confidentiality obligations shall continue for years following termination or expiration of this Agreement.

DATA SECURITY & PRIVACY

Provider shall implement and maintain administrative, physical and technical safeguards reasonably appropriate to protect Client Data against unauthorized access, use, alteration or disclosure. Provider shall notify Client without undue delay of any security incident affecting Client Data and shall cooperate in the investigation and remediation of any such incident.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for a period of days after acceptance. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE CLAIM.

TERM & TERMINATION

Term: This Agreement commences on the Start Date set forth above and, unless earlier terminated in accordance with this section, continues until the End Date or completion of all deliverables.

Termination for convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Upon termination, Provider shall deliver work in progress and Client shall pay Provider for all services performed and pre-approved expenses incurred through the date of termination.

Termination for cause: Either party may terminate for material breach if the breaching party fails to cure the breach within days after written notice.

FORCE MAJEURE

Neither party shall be liable for delays or failure to perform due to causes beyond its reasonable control, provided the affected party gives prompt written notice and uses commercially reasonable efforts to mitigate the effect of the event.

GOVERNING LAW; DISPUTE RESOLUTION

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

ENTIRE AGREEMENT

This Agreement, including all exhibits and any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements. No modification shall be effective unless in writing and signed by authorized representatives of both parties.

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