Project Engagement Agreement

PROJECT ENGAGEMENT AGREEMENT

This Project Engagement Agreement (the "Agreement") is made as of between Client Name: with address , and Service Provider Name: with address .

RECITALS

WHEREAS, Client desires to engage Provider to perform certain services described herein and Provider has the requisite expertise and agrees to perform such services under the terms and conditions of this Agreement.

WHEREAS, Provider will provide deliverables and perform the Scope of Work in accordance with the schedule and payment terms set forth below, and the parties intend for this Agreement to govern their respective rights and obligations.

WHEREAS, the parties wish to set forth the full understanding between them regarding ownership of work product, confidentiality, and remedies for breach.

SCOPE OF WORK

Provider shall perform the services and deliver the work product described below. The Scope of Work shall include the tasks, milestones, acceptance criteria, and any deliverables required for completion.

PAYMENT TERMS

Client shall pay Provider for services rendered as follows. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be submitted in accordance with the Payment Schedule. Payment is due within days of invoice date. Amounts not paid when due shall accrue interest at % per month (or the maximum rate permitted by law), beginning days after invoice due date.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Either party may also terminate for convenience upon written notice to the other party, subject to any termination fees set forth in the Payment Schedule.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Receiving Party shall: (a) maintain Confidential Information in strict confidence; (b) use Confidential Information solely for performance under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) was or becomes publicly available through no fault of Receiving Party; (ii) was lawfully in Receiving Party's possession prior to disclosure; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they constitute trade secret under applicable law. Receiving Party acknowledges that unauthorized disclosure may cause irreparable harm and agrees that Disclosing Party shall be entitled to injunctive relief in addition to any other remedies.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to the deliverables created specifically for Client under this Agreement, including all copyrights and other intellectual property rights (the "Work Product"), subject to Client's payment in full. Provider shall retain ownership of Provider's pre-existing materials and tools and shall grant Client a nonexclusive, non-transferable, royalty-free license to any Provider materials incorporated in the Work Product solely to the extent necessary to use the Work Product for its intended purpose.

INDEPENDENT CONTRACTOR; INSURANCE

Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship. Provider is responsible for all taxes and benefits related to its personnel. Provider shall maintain at its expense commercially reasonable insurance coverage and provide evidence of such insurance upon Client's written request.

LIMITATION OF LIABILITY; WARRANTY

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR OWING TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATION SHALL NOT APPLY TO LIABILITY FOR WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR OBLIGATIONS ARISING FROM BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY INFRINGEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located in that state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments or statements of work executed under it, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, whether written or oral. Any amendment must be in writing signed by authorized representatives of both parties.

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