Project Acceptance Agreement

PROJECT ACCEPTANCE AGREEMENT

This Project Acceptance Agreement (the "Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Client desires to engage Contractor to perform the work described in this Agreement and Contractor has the skill, experience, and resources to perform such work in accordance with the terms set forth herein; and

WHEREAS, Contractor has prepared and presented to Client a description of services, deliverables, and acceptance criteria for the project identified as (the "Project"); and

WHEREAS, the parties desire to set forth the terms and conditions by which Client will accept Project deliverables and Contractor will be paid for the work performed.

SCOPE OF WORK

Contractor shall perform the services and provide the deliverables described below. The scope described below is binding except as modified by a written change order executed by both parties.

ACCEPTANCE

Upon delivery of each deliverable, Client shall have calendar days to inspect and either accept or provide written notice of deficiencies. If Client provides written notice of deficiencies, Contractor shall cure such deficiencies within the time period agreed in writing or within days, whichever is shorter. Failure to provide timely written notice constitutes acceptance of the deliverable.

PAYMENT TERMS

In consideration for Contractor's performance, Client shall pay Contractor as set forth below. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

Invoices shall be submitted in accordance with the Payment Schedule and are due and payable within days of receipt. Overdue amounts shall bear interest at a rate of compounded monthly, and Client shall also be responsible for reasonable collection costs and attorneys' fees incurred in collecting past-due amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receiving written notice specifying the breach.

Upon termination, Contractor shall deliver to Client all completed work and work in progress and, subject to payment for work performed up to the effective date of termination, Client shall pay Contractor for all undisputed services performed through the date of termination in accordance with the Payment Terms.

CONFIDENTIALITY

Each party acknowledges that during performance under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with the Project, including business plans, technical data, designs, specifications, pricing, and customer information. The receiving party shall: (i) hold Confidential Information in strict confidence; (ii) not disclose it to third parties except to its employees, agents, and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (iii) use Confidential Information solely for the purpose of performing its obligations under this Agreement. Confidential Information does not include information that is or becomes public knowledge through no fault of the receiving party, was rightfully known to the receiving party prior to disclosure, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Upon termination or expiration of this Agreement, the receiving party shall, at the disclosing party's option, promptly return or destroy all Confidential Information and certify such return or destruction in writing within days.

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 any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration conducted in the county of the governing state unless the parties mutually agree otherwise.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or written change orders signed by both parties, constitutes the entire agreement between Client and Contractor with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, except that Contractor may assign receivables or subcontract portions of the work so long as Contractor remains responsible for performance.

Independent Contractor: Contractor is an independent contractor and shall be solely responsible for withholding taxes and benefits for its employees and subcontractors. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, or joint venture between the parties.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing.

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