Project Annex D Template

Project Annex D Template

This Project Annex D ("Annex") is made and entered into as of by and between Client Name: and Contractor Name: (each a "Party" and together the "Parties") in connection with Project Reference: .

RECITALS

WHEREAS, Client has engaged Contractor under a primary agreement to perform certain services for the project identified above; and

WHEREAS, the Parties desire to set forth additional or modified obligations, deliverables, and compensation specific to the scope described in this Annex D, which shall supplement and be governed by the terms of the governing agreement unless expressly stated otherwise herein; and

WHEREAS, the Parties intend that this Annex D serve as a binding statement of work and payment terms for the deliverables and activities described below.

SCOPE OF WORK

Contractor shall perform the services and deliver the work products described in detail below. Contractor shall perform such work in a professional manner consistent with industry standards and in accordance with agreed milestones.

PAYMENT TERMS

In consideration for the performance of the Scope of Work, Client shall pay Contractor the amounts and according to the schedule set forth in this section. All amounts are stated in United States dollars unless otherwise specified.

Invoices shall be issued by Contractor in accordance with the schedule above and are payable within days of receipt by Client. All undisputed amounts not paid when due shall accrue interest at the rate of % per month (or the highest rate permitted by law), calculated daily from the due date until paid.

TERM AND TERMINATION

This Annex shall commence on the Start Date set forth below and shall continue until the End Date or until earlier termination in accordance with this section.

Start Date:    End Date:

Either Party may terminate this Annex for material breach by the other Party if the breaching Party fails to cure such breach within days of written notice. Additionally, either Party may terminate for convenience upon days' prior written notice to the other Party; in such event, Client shall pay Contractor for all work performed through the effective date of termination and for any non-cancellable commitments reasonably incurred.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one Party ("Discloser") to the other Party ("Recipient") in connection with this Annex, whether written, oral, or electronic, including business, technical, financial, and project information. Recipient shall: (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Annex; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those hereunder.

The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available other than through a breach by Recipient; (b) was lawfully in Recipient's possession prior to disclosure by Discloser; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without reference to Discloser's Confidential Information. The confidentiality obligations shall survive termination or expiration of this Annex for a period of years, except for trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Annex 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 hereby submit to the exclusive jurisdiction of the courts located within that State for disputes arising under this Annex.

ENTIRE AGREEMENT

This Annex, together with the governing agreement between the Parties, constitutes the entire agreement with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment to this Annex shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by notice to the other in accordance with this section. Notices shall be deemed effective upon receipt.

MISCELLANEOUS PROVISIONS

Each Party represents and warrants to the other that it has full power and authority to enter into this Annex and to perform its obligations hereunder. If any provision of this Annex is held invalid or unenforceable, the remainder of this Annex will remain in full force and effect and the invalid provision will be replaced by a valid provision that most closely matches the Parties' intent.

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