Project Assignment Request

PROJECT ASSIGNMENT REQUEST

Project and Parties

Client Name:

Contractor Name:

RECITALS

WHEREAS, the Client engages in certain commercial activities requiring specific project work described herein, and the Contractor represents that it possesses the experience and resources to perform the work for the Project titled identified above;

WHEREAS, the parties desire to set forth the assignment, scope, timing, compensation and the terms and conditions under which the Contractor will perform services for the Client;

WHEREAS, this Project Assignment Request is intended to authorize work under the Client's internal project tracking as of the Effective Date: Month Day Year .

SCOPE OF WORK

The Contractor shall perform the services and deliverables described below. All services shall be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Total Fee: . The fee covers the defined scope unless otherwise agreed in writing.

Invoicing: Contractor shall submit itemized invoices in accordance with the payment schedule. Payments are due within days of receipt of an undisputed invoice.

Late Payment: Overdue amounts shall accrue interest at per month (or the maximum lawful rate if lower), and the Client shall be responsible for reasonable collection costs.

TERM AND TERMINATION

Term Commencement: Work under this Assignment will commence on Month Day Year .

Expected Completion: Services are expected to be substantially completed by Month Day Year unless extended by written amendment.

Termination: Either party may terminate this Assignment for material breach if the breach remains uncured for days after written notice. Either party may terminate for convenience with days' prior written notice. In the event of termination, Contractor shall be entitled to payment for work performed and documented expenses incurred through the effective date of termination, subject to set-off for Client damages resulting from Contractor breach.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive Confidential Information of the other. "Confidential Information" includes non-public commercial, technical, financial and business information disclosed in connection with this Assignment. Each party shall: (a) protect Confidential Information with at least the same degree of care it uses for its own similar information, (b) use Confidential Information solely to perform obligations under this Assignment, and (c) not disclose Confidential Information to third parties except to employees, agents or subcontractors with a need to know and subject to confidentiality obligations at least as protective as those herein. The confidentiality obligations shall survive termination for years, except with respect to trade secrets which shall survive for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Assignment shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Venue for any dispute shall be in the competent state or federal courts located in that state unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Project Assignment Request, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

AUTHORIZATION

By signing below, the undersigned represent and warrant that they are authorized to bind their respective parties to the terms of this Project Assignment Request and that the information provided in this form is true and correct to the best of their knowledge.

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