Pierce Co Project Document Template

Pierce Co Project Document Template

This Project Agreement (the Agreement) is made effective as of by and between Pierce Co (Pierce Co) and the Counterparty identified below. Pierce Co and Counterparty are each a Party and together the Parties.

Parties and Project Identification

WHEREAS

WHEREAS, Pierce Co possesses experience, personnel and resources necessary to perform the work described in this Agreement; and

WHEREAS, Counterparty desires to engage Pierce Co to furnish services and deliverables for the Project on the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth in writing the scope, schedule, compensation, confidentiality obligations and other terms governing the Project.

Scope of Work

Pierce Co shall perform the services, tasks and produce the deliverables described below in accordance with applicable professional standards and timelines. Specific deliverables, acceptance criteria and milestone dates shall be as set forth in the schedule below.

Payment Terms

In consideration of the performance of services and delivery of the Deliverables, Counterparty shall pay Pierce Co the total contract price set forth below in accordance with the invoicing and payment schedule.

Pierce Co shall submit invoices to Counterparty upon completion of the milestone(s) described above. Counterparty shall pay invoiced amounts within days from the date of invoice. All payments are due in lawful currency unless otherwise agreed in writing.

Late payments shall bear interest at a rate of % per month (or the maximum permitted by law, if less), calculated from the date payment was due until paid. In addition, Counterparty shall reimburse Pierce Co for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon providing days' prior written notice to the other Party. Either Party may terminate immediately for material breach if the breaching Party fails to cure such breach within ten (10) days after receipt of written notice of breach. Termination shall not relieve Counterparty of its obligation to pay for work performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each Party shall treat as confidential all information disclosed by the other Party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that is or becomes public through no fault of the receiving Party, was already lawfully in the receiving Party's possession, or is independently developed without use of the disclosing Party's Confidential Information.

The receiving Party shall not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Upon termination or upon written request, the receiving Party shall return or destroy Confidential Information, except where retention is required by law, subject to confidentiality.

Representations, Warranties and Insurance

Each Party represents that it has authority to enter into this Agreement. Pierce Co warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PIERCE CO MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiations between senior representatives. If unresolved within thirty (30) days, the Parties may seek any remedy available at law or in equity.

Entire Agreement; Amendment

This Agreement, together with any attachments, exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior discussions, proposals and agreements. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

Miscellaneous

Neither Party may assign this Agreement without the prior written consent of the other, except that either Party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control. The Parties are independent contractors and nothing herein creates a partnership, joint venture or employment relationship.

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