Project Deliverable Tracker

PROJECT DELIVERABLE TRACKER & GENERAL BUSINESS AGREEMENT

Parties

Client Name:

Contractor Name:

Recitals

WHEREAS, Client requires certain services and deliverables related to the project described in this Agreement and desires to engage Contractor to perform those services; and

WHEREAS, Contractor has represented that it possesses the qualifications, experience and ability to perform the services and to deliver the deliverables described herein; and

WHEREAS, the parties desire to set forth the terms, payment arrangements, schedule, and responsibilities governing the performance, acceptance and tracking of project deliverables.

Scope of Work

Project Deliverable Tracker

Instructions: Enter each deliverable below. For each deliverable, include acceptance criteria and the assigned owner. Contractor shall update completion status upon delivery; Client shall provide acceptance or rejection within the Acceptance Period defined below.

Additional Deliverables (reference numbers and descriptions):

Payment Terms

Total Contract Amount:

Invoicing Cycle:

Late Fee: (applies to amounts not paid within the agreed payment period)

Term and Termination

Term Start Date:    Term End Date:

Termination Notice Period (days):

Confidentiality

Each party acknowledges that in performance of this Agreement it may receive Confidential Information of the other party. Confidential Information includes non-public technical, business, pricing, customer and project information disclosed in any form. The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a strict need to know and are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that is (i) already known to the receiving party without obligation of confidentiality; (ii) or becomes publicly available through no fault of the receiving party; (iii) lawfully received from a third party without breach of an obligation; or (iv) independently developed by the receiving party. Disclosure required by law shall be made only after prompt notice to the disclosing party and, if available, a request for protective order.

Acceptance Procedure

Upon delivery of a deliverable, Contractor shall notify Client in writing and submit required documentation demonstrating compliance with the Acceptance Criteria. Client shall have a period of days (Acceptance Period) to accept or reject the deliverable in whole or in part. If Client rejects a deliverable, Contractor shall correct deficiencies and resubmit. Final payment for a deliverable is contingent upon Client's written acceptance.

Notices

Representations and Warranties

Contractor represents that it has the full power and authority to enter this Agreement and perform the services; that the services and deliverables will be performed in a professional manner consistent with industry standards; and that Contractor will comply with all applicable laws and contractual obligations to third parties. Client represents that it has authority to engage Contractor and will provide timely access to information and personnel required for Contractor to perform.

Indemnification and Limitation of Liability

Each party agrees to indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct. Except for liability for willful misconduct or obligations of confidentiality and indemnification, neither party shall be liable for consequential, special or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total amount actually paid under this Agreement in the twelve (12) months preceding the claim.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties below. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the agreed jurisdiction.

Governing State:

Entire Agreement

This Agreement, including any attachments and the deliverable tracking records maintained pursuant to this Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Contractor may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

Force Majeure: Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

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