Project Checkoff Sheet

PROJECT CHECKOFF SHEET

Parties

Whereas

WHEREAS, Client Name: desires to engage Contractor to perform the services and deliverables described below; and

WHEREAS, Contractor Name: represents that it has the experience, personnel and resources necessary to complete the project in accordance with the terms of this Project Checkoff Sheet and the attached Scope of Work; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

Project Identifiers

Scope of Work

The Contractor shall perform the tasks and deliverables described below in accordance with the schedule and acceptance criteria set forth in this document. Services shall be performed in a professional manner consistent with industry standards.

Project Checkoff List

Use this section to record completion of discrete tasks. The Contractor must initial and date each completed task. Client acceptance is required for milestone payments.

Payment Terms

Compensation to Contractor will be as set forth below. All invoices shall itemize completed checkoff items and attach supporting documents. Client shall pay undisputed amounts in accordance with the schedule below.

In the event of late payment, Client shall pay accrued interest as specified above and reimburse Contractor for reasonable collection costs, including attorneys' fees. Payments shall be due within thirty (30) days of invoice unless otherwise agreed in writing.

Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice of Notice Period (days): to the other party. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in connection with this Agreement, including business plans, technical data, trade secrets, pricing and drawings. Each party shall (i) hold Confidential Information in strict confidence; (ii) use Confidential Information solely for performance under this Agreement; and (iii) limit disclosure to those employees or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall survive termination for a period of Confidentiality Duration (years): . Exceptions include information that (a) is or becomes public other than by breach, (b) is rightfully received from a third party without restriction, or (c) is independently developed.

Acceptance Criteria

Representations and Warranties

Each party represents that it has full authority to enter into this Agreement and that performance will not violate any other agreement or legal obligation. Contractor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for a period of sixty (60) days following acceptance, unless otherwise agreed in writing.

Governing Law; Remedies

This Agreement 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 agree that equitable relief, including injunctive relief, is available for breaches of confidentiality and intellectual property obligations, in addition to damages and other remedies.

Entire Agreement

This Project Checkoff Sheet and any documents expressly incorporated herein constitute the entire agreement between the parties with respect to its subject matter and supersede all prior and contemporaneous agreements, proposals and communications, whether written or oral. No modification will be effective unless in writing and signed by both parties.

Notices

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