Project Assignment Document Template

Project Assignment Document Template

This Project Assignment Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Contractor Name: ("Contractor"). The Client and Contractor are sometimes referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Client desires to have certain services performed in connection with Project: ; and

WHEREAS, Contractor represents that Contractor has the skill, personnel, and experience necessary to perform the services described in this Agreement and is willing to perform such services on the terms set forth herein.

Scope of Work

Contractor shall perform the services and deliver the deliverables described below. Contractor shall perform in a professional manner consistent with industry standards and in accordance with any milestones or specifications set forth herein.

Payment Terms

As full compensation for the performance of the Scope of Work, Client shall pay Contractor the Total Contract Amount: . Payments shall be made in accordance with the schedule and milestones described below.

Invoices are due Net days from date of invoice. Overdue amounts shall accrue interest at the rate of % per month (or the maximum permitted by law), plus reasonable collection costs. A one-time late fee of may be applied to payments more than days overdue.

Expenses pre-approved in writing by Client will be reimbursed upon presentation of receipts. Unless otherwise agreed in writing, all payments are exclusive of taxes, duties, or other governmental assessments, which Client shall pay in addition to amounts due.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for convenience upon providing written Notice Period: days' prior written notice to the other Party. Either Party may terminate immediately for material breach by the other Party if the breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

Upon termination, Contractor shall deliver any completed or in-process Deliverables and Client shall pay Contractor for services performed and approved expenses incurred through the effective date of termination, subject to Client's right to set-off for any defective or unperformed work.

Confidentiality

"Confidential Information" means non-public information, whether written, oral, or electronic, disclosed by one Party to the other that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information does not include information that is publicly available through no fault of the receiving Party, independently developed by the receiving Party, or rightfully received from a third party without restriction.

The receiving Party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) limit disclosure of Confidential Information to those employees, agents, or subcontractors with a need to know; and (c) 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. Upon termination or upon Client's request, Contractor shall promptly return or destroy Confidential Information and certify such return or destruction in writing.

Intellectual Property and Assignment

Unless otherwise agreed in a written statement of work, Contractor hereby assigns to Client all right, title, and interest in and to the deliverables and all intellectual property rights embodied therein, effective upon full payment for such deliverables. Contractor retains the right to use its pre-existing materials and general know-how, provided that such use does not disclose Client Confidential Information or incorporate Client-owned work without Client's prior written consent.

Indemnification; Limitation of Liability

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party's gross negligence, willful misconduct, or breach of any material representation, warranty or covenant under this Agreement. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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 law principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

Entire Agreement; Amendments

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

Notices

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above, or to such other address as a Party may designate by notice to the other Party in accordance with this paragraph.

Miscellaneous

Each Party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to grant the rights and perform the obligations herein. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Nothing in this Agreement shall create or be deemed to create a partnership, joint venture, or employment relationship between the Parties.

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