Milestone Service Contract

Milestone Service Contract

Parties and Recitals

This Milestone Service Contract ("Agreement") is entered into effective as of (the "Effective Date"), by and between Client Name: and Contractor Name: .

WHEREAS, Client requires certain services to be performed in discrete phases tied to verifiable deliverables, and Contractor represents that it has the expertise and capacity to perform such services in accordance with the schedule and standards set forth in this Agreement;

WHEREAS, the parties desire to allocate risk, specify milestone-based compensation, and set forth confidentiality and termination provisions applicable to the engagement;

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

Scope of Work

Milestones and Deliverables

The services will be completed in the following milestones. Each milestone is payable upon Client's written acceptance of the corresponding deliverable in accordance with the acceptance criteria set forth in the Scope of Work.

Amount:    Due Date:

Amount:    Due Date:

Amount:    Due Date:

Payment Terms

Total Contract Amount: . Payments to Contractor shall be made in United States dollars in accordance with the milestone payments above, within thirty (30) days following Client's written acceptance of each milestone deliverable unless otherwise agreed in writing.

Late Fee: Any undisputed amount not paid when due shall accrue interest at the rate of calculated monthly and compounded monthly, or the maximum rate permitted by applicable law if lower. Contractor may suspend performance if payments are more than thirty (30) days overdue after written notice.

Term and Termination

Term: This Agreement commences on and continues until , unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party. Termination shall not relieve Client of the obligation to pay for work accepted prior to termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party in connection with this Agreement, including technical, business, financial, pricing, and customer information. The receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely for performance under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was known to the receiving party without restriction prior to disclosure; or (iii) is independently developed without use of Confidential Information.

Upon termination or expiration of this Agreement, the receiving party shall promptly return or destroy all Confidential Information of the disclosing party and certify in writing such return or destruction upon request.

Representations; Warranties; Liability

Each party represents and warrants that it has the authority to enter into this Agreement. Contractor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO OTHER WARRANTIES OF ANY KIND ARE MADE, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: Except for liability arising from a party's gross negligence or willful misconduct, in no event shall either party's aggregate liability under this Agreement exceed the total amounts paid or payable to Contractor under this Agreement.

Governing Law; Dispute Resolution

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. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within forty-five (45) days, either party may seek any available legal or equitable remedy in a court of competent jurisdiction located in the chosen governing state.

Entire Agreement; Amendments

This Agreement, including all schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

Additional Provisions

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Contractor may assign receivables. Any attempted assignment in violation of this provision shall be null and void.

Independent Contractor: Contractor is an independent contractor and not an employee, agent, or partner of Client. Contractor shall be solely responsible for all taxes and withholdings arising from compensation paid to Contractor.

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