IT Project Proposal Form

IT PROJECT PROPOSAL AND SERVICE AGREEMENT

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

Parties and Contact Information

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain information technology services and deliverables in connection with the project titled ;

WHEREAS, Service Provider represents that it has the professional capability, personnel, and expertise to perform the scope of work described herein in a timely and professional manner under the terms set forth in this Agreement;

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

Scope of Work

Service Provider shall perform the services and deliver the deliverables described below. All services shall be provided in a professional and workmanlike manner in accordance with generally accepted industry standards.

Project Milestones

Milestone 1: — Target Date:

Milestone 2: — Target Date:

Payment Terms

Total Project Fee: $ payable in accordance with the following schedule.

Invoices are due within days of invoice date. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is less.

Expenses: Client will reimburse reasonable, pre-approved expenses. Reimbursable expenses require receipts and prior written approval when over $ .

Term and Termination

Term Commencement Date: . Anticipated Completion Date: .

Either party may terminate this Agreement for convenience upon providing written notice no fewer than days to the other party. Termination for material breach is effective immediately upon written notice if the breach is not cured within days after receipt of notice.

Upon termination, Service Provider shall deliver all completed work and, if applicable, invoice Client for work performed through the date of termination. Client will pay all undisputed amounts within the standard invoice terms.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that (a) is or becomes generally known to the public without breach of this Agreement; (b) is received from a third party without breach of any obligation of confidentiality; (c) is independently developed without use of the other party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt written notice and cooperates to seek protective measures.

Each recipient shall (i) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care, (ii) use Confidential Information solely for the purposes of performing this Agreement, and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

Intellectual Property and Deliverables

Unless otherwise expressly agreed in writing, Service Provider grants Client a perpetual, non-exclusive, worldwide license to all deliverables created specifically for Client under this Agreement upon final payment. Service Provider retains ownership of pre-existing tools, libraries, templates, and methodologies. To the extent any deliverable includes Service Provider pre-existing materials, Service Provider grants Client a non-exclusive, non-transferable license to use such materials solely as part of the deliverable.

Representations, Warranties and Limitation of Liability

Service Provider represents that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under or in connection with this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the prior twelve (12) months.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. Venue for any dispute arising hereunder shall be the federal or state courts located in that state, and the parties submit to personal jurisdiction therein.

Entire Agreement

This Agreement, together with any exhibits or statements of work incorporated herein, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior and contemporaneous agreements, proposals, or understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the primary contact information set forth above or as updated in writing by the parties. Notices are effective upon receipt.

Acceptance

By signing below, the parties acknowledge that they have read, understand, and agree to be bound by the terms of this Agreement and that the Proposal and Scope of Work as described above are accepted.

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