Project Closure SDC Template

Project Closure SDC Template

Client Name:    Service Provider Name:

Project Name:    Project Number:

Effective Closure Date:

WHEREAS

WHEREAS, Client Name: engaged Service Provider Name: to perform services described in the Project Name: under the terms of a written agreement between the parties.

WHEREAS, the parties desire to document final acceptance of deliverables, confirm remaining obligations, and set the financial and administrative terms for formal project closure.

SCOPE OF WORK — FINAL DELIVERABLES

The Service Provider confirms completion of the following final scope items and deliverables. The Client shall review and issue formal acceptance or identify reservations within the acceptance period specified below.

DELIVERABLES ACCEPTANCE

The Client shall inspect deliverables and provide written acceptance or report non-conformities within days of the Effective Closure Date. Acceptance not exercised within that period shall be deemed constructive acceptance only to the extent permitted by the original agreement.

Final Acceptance — Client confirms that deliverables are accepted as complete and conforming

Acceptance with reservations — list reservations below

PAYMENT TERMS

The parties agree the final payment due in connection with project closure is set forth below and any final invoice shall reference this Project Closure SDC Template.

Final Invoice Date:    Payment Due Within:

TERM AND TERMINATION

This Project Closure becomes effective on Start Date: and shall be deemed complete on End Date: , subject to any continuing obligations set out herein.

Either party may terminate any continuing obligations under this closure for material breach by providing written notice to the other party and a cure period of days, unless a different cure period is required by the original agreement.

CONFIDENTIALITY

All Confidential Information exchanged in connection with the Project remains subject to the confidentiality obligations of the parties as set forth in the controlling agreement. For the avoidance of doubt, Confidential Information includes but is not limited to proprietary designs, source code, client data, and commercially sensitive communications. Confidentiality obligations shall survive termination or completion of this closure for a period of years from the Effective Closure Date, unless a longer period is stipulated in the original agreement.

OUTSTANDING OBLIGATIONS & REMEDIES

The parties acknowledge the following outstanding obligations remain after closure. The Service Provider will address these items in accordance with any warranties and the defect remediation schedule agreed below.

GOVERNING LAW

This Project Closure shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Exclusive jurisdiction for disputes arising under this Project Closure shall lie with the courts of that state unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Project Closure, together with the original project agreement and any change orders specifically incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

CERTIFICATIONS

By signing below, the parties certify that they have the authority to execute this Project Closure, that the facts set forth herein are true and accurate to the best of their knowledge, and that they agree to be bound by its terms.

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