Milestone Project Agreement

Milestone Project Agreement

This Milestone Project Agreement ("Agreement") is made and entered into as of Date: by and between Client Name: with principal address:

and Contractor Name: with principal address:

Recitals

WHEREAS, Client desires to engage Contractor to perform the services and deliverables described in this Agreement on a milestone basis; and

WHEREAS, Contractor has the skill, experience, and resources to perform the work and agrees to perform specified milestones in accordance with the terms and schedule set forth herein; and

WHEREAS, the parties intend that payment for services and acceptance of deliverables be tied to the completion of defined milestones as set forth in this Agreement.

Scope of Work

Contractor shall perform the services and deliver the work product described below in accordance with the milestones and acceptance criteria set out in this Agreement.

Milestones, Deliverables and Schedule

The parties agree that payment and acceptance will be tied to the completion of the following milestones. Contractor shall provide written notice of completion and Client shall have the period set forth in this Agreement to accept or provide written rejection with reason.

Due Date:    Payment on Completion: $

Due Date:    Payment on Completion: $

Due Date:    Payment on Completion: $

Payment Terms

Total Contract Amount: $. All payments are due within days of Client's written acceptance of each milestone deliverable or receipt of a correct invoice, whichever occurs later.

Late Payment: Unpaid amounts shall bear interest at % per month, or the maximum permitted by law, plus reasonable collection costs and attorneys' fees incurred by the non-defaulting party.

Term and Termination

Term Commencement Date: . Termination Date (if any): .

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after written notice. Client may terminate for convenience upon days' prior written notice to Contractor; in such event Client shall pay Contractor for work performed and accepted through the effective date of termination, plus reasonable wind-down costs as documented.

Confidentiality

Each party (the "Receiving Party") shall keep in strict confidence and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") without the Disclosing Party's prior written consent. "Confidential Information" means non-public business, technical and financial information disclosed in connection with this Agreement, but excludes information that (a) is or becomes publicly available through no breach of this Agreement, (b) is rightfully received from a third party without restriction, or (c) is independently developed without use of the Disclosing Party's Confidential Information.

The confidentiality obligations set forth in this Section shall survive termination of this Agreement for a period of years, except with respect to trade secrets for which protection shall continue as provided by applicable law.

Representations, Warranties and Remedies

Contractor represents and warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards, and that deliverables will materially conform to the specifications set forth in this Agreement. Client's exclusive remedies for breach of this warranty shall be limited to re-performance of deficient services, correction of deficient deliverables, or refund of the amount paid for the defective milestone, at Client's election, provided Contractor is given written notice and a reasonable opportunity to cure.

Governing Law

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

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims, losses, damages and liabilities arising from the indemnifying party's gross negligence or willful misconduct in performing this Agreement. Except for liability arising from breach of confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages, and aggregate liability shall not exceed the total fees paid to Contractor under this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by written notice in accordance with this Section.

Entire Agreement; Amendments

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

Assignment; Successors

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, provided that the assigning party remains liable for performance. This Agreement shall bind and inure to the benefit of the parties and their permitted successors and assigns.

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