Meeting Project Minutes

MEETING PROJECT MINUTES

This Meeting Project Minutes and Agreement is made effective as of and documents the proceedings of the meeting held between Client Name: and Contractor Name: (collectively, the Parties).

WHEREAS

WHEREAS, the Parties convened on the meeting date set forth herein to review and confirm the scope, deliverables, schedule and payment terms for the Project described below; and

WHEREAS, the Parties intend for the minutes recorded in this document to constitute a binding record of decisions and an agreement on certain commercial terms that will govern the Project activities referenced in Scope of Work and Payment Terms; and

WHEREAS, the Parties desire to memorialize action items, responsible parties, deadlines and any provisional amendments to previously executed agreements, subject to the terms set forth below.

MEETING DETAILS

Date:    Time:

DECISIONS AND ACTION ITEMS

The following decisions were made and actions assigned. Action items recorded below are binding as operational commitments unless expressly amended in writing by the Parties.

Assigned to:    Due Date:

Assigned to:    Due Date:

Assigned to:    Due Date:

SCOPE OF WORK

The Parties confirm the following scope of work to be performed under or pursuant to the decisions of this meeting. Work described below is subject to the Payment Terms and Term clauses contained herein.

PAYMENT TERMS

The Parties agree that compensation for the work described in the Scope of Work shall be as follows:

Late payments shall accrue interest at the rate of on the outstanding balance, or the maximum amount permitted by law if lower. Payment obligations survive termination to the extent services were rendered prior to termination.

TERM AND TERMINATION

Term: The activities reflected in these minutes commence on and are anticipated to conclude on , unless otherwise extended by mutual written agreement.

Termination: Either Party may terminate for convenience upon providing days prior written notice. Either Party may terminate immediately for material breach that remains uncured for a period of thirty (30) days following written notice of breach, or immediately if required to prevent substantial harm.

CONFIDENTIALITY

Each Party agrees to hold in confidence all Confidential Information disclosed in connection with the Project and these minutes. Confidential Information means non-public business, technical, financial or strategic information that is identified as confidential at the time of disclosure or that reasonably should be understood to be confidential. Confidential Information does not include information that (i) is or becomes publicly available through no breach of this provision; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other Party’s Confidential Information; or (iv) is required to be disclosed by law, provided the receiving Party gives prompt written notice and cooperates to seek protective treatment.

The receiving Party shall use Confidential Information solely to perform the obligations described in the Scope of Work and shall limit access to those employees, contractors and advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

GOVERNING LAW

This document shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of laws principles.

ENTIRE AGREEMENT

These minutes, together with any documents expressly incorporated by reference and any previously executed written agreement specifically identified herein, constitute the entire understanding between the Parties with respect to the matters covered and supersede all prior negotiations, communications and proposals, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

NOTES AND ATTACHMENTS

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