IT Project RoadMap

IT Project RoadMap & Services Agreement

This IT Project RoadMap & Services Agreement (the Agreement) is entered into by and between: Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client seeks to engage Service Provider to provide planning, design, implementation and oversight services in connection with the Client's information technology initiative identified as: Project Name: ; and

WHEREAS, Service Provider has the technical expertise, personnel and project management capability to prepare an IT project roadmap and to deliver associated services in accordance with the Scope of Work defined below; and

WHEREAS, the parties desire to set forth their mutual responsibilities, deliverables, payment terms and governance for the Project pursuant to the terms and conditions of this Agreement.

PROJECT OVERVIEW & OBJECTIVES

Project Overview:

SCOPE OF WORK

The Service Provider shall prepare and deliver an IT Project RoadMap that includes strategic goals, technical architecture recommendations, milestone schedule, resource allocation, risk register and transition plan. The specific scope is described below and is subject to the Change Control procedure set forth in this Agreement.

DELIVERABLES & MILESTONES

Deliverable 1: RoadMap Document — Target Delivery Date:

Deliverable 2: Architecture Blueprint — Target Delivery Date:

PAYMENT TERMS

Total Contract Amount:

Invoicing: Service Provider shall invoice Client in accordance with the Payment Schedule. Payment is due within days of invoice receipt.

Late Payment: Late payments shall incur interest at the rate of or the maximum rate permitted by law, whichever is less, calculated monthly from the invoice due date until paid in full.

TERM AND TERMINATION

Commencement Date: . The initial term shall continue until Completion Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days following written notice identifying the breach.

Upon termination, Client shall pay Service Provider for all work performed through the effective termination date and for all non-cancellable commitments reasonably made by Service Provider prior to termination.

CONFIDENTIALITY

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information from the other party. "Confidential Information" means information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to technical data, trade secrets, business plans, and personal data.

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than this clause. Obligations under this clause survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

CHANGE CONTROL

Any material change to the Scope of Work, schedule, or price shall require a written change order signed by authorized representatives of both parties. Service Provider shall document the impact of proposed changes on timeline, resources and fees and shall not commence change work until a change order is executed.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality or intellectual property rights, each party's aggregate liability for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) month period preceding the event giving rise to the claim. Neither party shall be liable for incidental or consequential damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of: , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including all attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Notices under this Agreement shall be in writing and delivered to the addresses provided by the parties. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Sign Now