Legal PMA Outline

LEGAL PMA OUTLINE

This Project Management Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: (Client), and Project Manager Name: (Project Manager). Each of Client and Project Manager is individually a Party and collectively the Parties.

RECITALS

WHEREAS, Client desires to engage Project Manager to provide project management and coordination services in connection with the project described as Project Description: located at Project Location: ; and

WHEREAS, Project Manager represents that it has the experience, personnel, and capability to perform such services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set out their mutual rights and obligations with respect to the services and deliverables to be provided by Project Manager.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Project Management Agreement, including all Schedules, Statements of Work, and Change Orders. 1.2 "Deliverables" means tangible or digital items to be delivered by Project Manager as specified in the applicable Statement of Work. 1.3 "Statement of Work" or "SOW" means a written specification of services, deliverables, milestones, and acceptance criteria signed by both Parties.

2. SCOPE OF SERVICES

2.1 Project Manager shall perform the project management services described in the Statement of Work attached hereto and incorporated herein. Services shall include, without limitation, planning, scheduling, coordination of subcontractors, progress reporting, risk management, and quality assurance.

3. TERM; SCHEDULE

3.1 The term of this Agreement shall commence on the Effective Date and continue until completion of the Services unless earlier terminated in accordance with Section 12. 3.2 Project Manager shall use commercially reasonable efforts to meet the milestone schedule set forth in the SOW. Key milestone dates: Milestone 1: ; Milestone 2: .

4. COMPENSATION AND PAYMENT

4.1 Client shall pay Project Manager the fees set forth in the SOW. Fees may be fixed-price, time-and-materials, or milestone-based as specified below. 4.2 Unless otherwise agreed, invoices are due within Payment Terms: days of receipt.

4.3 Late payments shall accrue interest at the lesser of 1.5% per month or the maximum allowed by law. Client shall reimburse Project Manager for pre-approved out-of-pocket expenses upon submission of documentation.

5. CHANGE ORDERS

5.1 Any change to the scope, schedule, or price shall be documented in a written Change Order signed by authorized representatives of both Parties. 5.2 Unless otherwise agreed, change orders will specify any increases or decreases to fees and any adjustments to the schedule or deliverables.

6. ACCEPTANCE; PERFORMANCE STANDARDS

6.1 Deliverables will be subject to Client acceptance testing in accordance with acceptance criteria set forth in the SOW. Failure to provide written notice of rejection within the acceptance period shall constitute deemed acceptance. 6.2 Project Manager shall perform services in a professional and workmanlike manner consistent with industry standards.

7. CONFIDENTIALITY

7.1 Each Party shall keep confidential all Confidential Information disclosed by the other Party and shall not use such information except to perform its obligations under this Agreement. "Confidential Information" excludes information that is (a) publicly available through no breach, (b) already known to the receiving Party, or (c) lawfully obtained from a third party.

8. INTELLECTUAL PROPERTY

8.1 Except as provided below, Project Manager assigns to Client all right, title and interest in Deliverables created specifically for Client under this Agreement upon full payment of fees. 8.2 Project Manager retains ownership of pre-existing materials and tools, and grants Client a non-exclusive, worldwide, perpetual license to any pre-existing materials embedded in the Deliverables solely to the extent necessary to use the Deliverables.

9. REPRESENTATIONS AND WARRANTIES

9.1 Each Party represents and warrants that it has the authority to enter into this Agreement. Project Manager warrants that its services will be performed in a professional manner and that Deliverables will materially conform to the specifications set forth in the SOW for a period of Warranty Period: after acceptance.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Each Party shall indemnify, defend and hold harmless the other Party from and against third-party claims arising out of the indemnifying Party's breach of this Agreement, negligence, or willful misconduct. 10.2 Except for liability for gross negligence, willful misconduct, or indemnification obligations, neither Party's aggregate liability shall exceed Liability Cap: .

11. INSURANCE

11.1 Project Manager shall maintain commercial general liability, professional liability/errors and omissions, and workers' compensation insurance with limits reasonably acceptable to Client. Upon request, Project Manager will provide certificates evidencing such coverage.

12. TERMINATION

12.1 Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within Cure Period: after written notice. 12.2 Client may terminate for convenience upon Delivery of Notice and payment for Services performed and reasonable demobilization costs.

13. NOTICES

13.1 All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be deemed effective upon receipt.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. 14.2 The failure of either Party to enforce any provision shall not constitute a waiver of that provision. 14.3 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to its conflict of laws principles. 15.2 Entire Agreement. This Agreement, including all SOWs and Change Orders, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings relating to the subject matter hereof.

15.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. MISCELLANEOUS PROVISIONS

16.1 Independent Contractor. Project Manager is an independent contractor and nothing in this Agreement creates an employer-employee, partnership, joint venture, or agency relationship. 16.2 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except to a successor in interest by merger or sale of substantially all assets.

Sign Now