Project Completion NCD

Project Completion NCD

THIS PROJECT COMPLETION NOTICE AND CERTIFICATION (the "NCD") is made and entered into as of by and between Client Name: and Contractor Name: .

WHEREAS

1. WHEREAS, Client engaged Contractor to perform the services and deliver the work described in the Contract for Project Name: under Project Number: .

2. WHEREAS, Contractor represents that all Work (as defined below) has been substantially completed in accordance with the Contract Documents and applicable regulatory requirements, and that all deliverables have been provided to Client for inspection and acceptance.

3. WHEREAS, the parties desire to document final completion, acceptance, payment obligations, and the transfer of responsibility in accordance with the terms set forth herein.

Scope of Work

Completion and Certification

Contractor certifies that the Work identified above was substantially completed on and that all required tests, inspections and final adjustments have been performed except for minor punch-list items, if any, which are described below and shall be completed within the period specified in this NCD.

Payment Terms

Final Payment Amount: $ payable in accordance with the schedule below upon Client's acceptance of deliverables and receipt of a correct invoice.

Invoices are due within days of receipt. Late payments shall accrue interest at the lesser of % per month or the maximum lawful rate, and a minimum late fee of $ applies.

Term and Termination

Term Start Date: . Term End Date: . Either party may terminate this NCD for cause following material breach if the breaching party fails to cure within days' written notice.

Upon termination for cause, Client shall pay Contractor for all Work satisfactorily performed through the effective date of termination, less any set-offs or claims.

Confidentiality

Each party agrees that Confidential Information disclosed by the other party in connection with the Work will be held in confidence and used solely for the purposes of performing obligations under the Contract and this NCD. Confidential Information does not include information that is or becomes publicly available without breach, previously known to the receiving party, rightfully received from a third party without restriction, or independently developed.

Upon Client's written request or upon termination, Contractor will promptly return or destroy Client confidential materials and certify in writing that such return or destruction has occurred, except to the extent retention is required by law or internal record-keeping policies.

Contractor acknowledges and agrees to the confidentiality obligations set forth above.

Governing Law

This NCD 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 arising under this NCD shall lie exclusively in the state or federal courts located in that state.

Entire Agreement

This NCD, together with the underlying Contract Documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification of this NCD must be in writing signed by authorized representatives of both parties.

Representations and Certifications

Contractor represents and warrants that it has the full power and authority to execute this NCD, that the Work was performed in accordance with applicable law and professional standards, and that execution and performance of this NCD will not violate any other agreement to which Contractor is a party.

By signing below, the persons executing this NCD certify that they are authorized to bind their respective parties and that the facts set forth in this NCD regarding completion and acceptance are true to the best of their knowledge.

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