Project Draft Specifications

PROJECT DRAFT SPECIFICATIONS

Parties

Recitals

WHEREAS, Client desires to engage Contractor to prepare draft specifications and related project documentation for the project identified below in accordance with the terms and conditions set forth in this document; and

WHEREAS, Contractor represents that it has the requisite expertise, personnel, and facilities to prepare technical specifications, preliminary deliverables, milestone schedules, and acceptance criteria necessary for Client's review and approval; and

WHEREAS, the parties desire to record the scope, payment terms, confidentiality obligations, and other project controls so that draft specifications may proceed to formal design and implementation.

Project Identification

Project Title:

Scope of Work

The Contractor shall prepare draft specifications that describe the functional, performance, interface, and test criteria for the Project. The Scope shall include design assumptions, required deliverables, milestone schedule, acceptance criteria, and identified risks.

Deliverables and Milestones

Deliverables shall be submitted in draft form for Client review and then in revised form incorporating Client comments. Each deliverable shall include sufficient documentation to permit assessment against the acceptance criteria set forth below.

Due Date:    Acceptance Target:

Due Date:    Acceptance Target:

Acceptance Criteria

Acceptance shall be based upon demonstrable evidence that the deliverable satisfies the documented functional and performance requirements, passes agreed test procedures, and is provided with required documentation. Rejection or partial acceptance shall be documented in writing with a corrective action plan and reasonable time for cure.

Technical Requirements & Constraints

Payment Terms

Total Contract Value:

Deposit / Initial Payment:    Payment Schedule Reference:

Late Payment Fee:

Term and Termination

This Agreement commences on Start Date: and terminates on End Date: unless earlier terminated in accordance with the provisions below.

Termination for Convenience: Either party may terminate upon written notice to the other delivered at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party shall treat as Confidential Information all non-public information disclosed by the other party related to the Project, including draft specifications, technical data, business plans, and pricing. Confidential Information shall not include information that: (a) is or becomes public through no act or omission of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; or (c) is independently developed by the receiving party without reference to Confidential Information.

The receiving party shall use at least reasonable care to protect Confidential Information and shall not disclose it to any third party except to employees, consultants, or subcontractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein. Breach of confidentiality will entitle the disclosing party to injunctive relief and any other remedy available at law or equity.

Confidentiality Duration (years):

Change Control

Any modification to scope, schedule, or price shall be made only by a written change order signed by both parties. Change orders will specify scope revisions, impact on schedule, and any adjustment to compensation.

Intellectual Property

Unless otherwise agreed in writing, Contractor retains ownership of its pre-existing intellectual property and methods (Background IP). All deliverables specifically created for Client under this Agreement (Work Product) shall be assigned to Client upon full payment for such Work Product, subject to Contractor's retained Background IP and to any third-party licenses identified in writing prior to delivery.

If parties require a different IP assignment, specify terms here:

Assumptions, Dependencies & Risks

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of: without regard to conflict of laws principles.

Entire Agreement

This document, together with any executed change orders, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices shall be given in writing to the addresses provided above. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

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