Project Handover Note

PROJECT HANDOVER NOTE

Handover Date: . Location of Handover:

WHEREAS

WHEREAS, the Delivering Party has performed and/or developed the work, services, software, documentation and other deliverables described in this Project Handover Note (the "Work"); and

WHEREAS, the Receiving Party requires formal transfer and acceptance documentation to evidence receipt of the Work, confirmation of outstanding items, and to record the commencement of acceptance testing and any warranty obligations;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree that the Delivering Party shall transfer custody and responsibility for the Work to the Receiving Party under the terms set forth in this Project Handover Note.

SCOPE OF WORK

The Delivering Party certifies that the Work delivered includes all items reasonably necessary to operate and maintain the deliverables as described below. Any deviation or excluded items are documented in Outstanding Items.

DELIVERABLES

The Delivering Party confirms the following items are delivered to the Receiving Party at handover. Check boxes and describe any exceptions.

Source code and build artifacts

System and user documentation

Operational credentials and access details

Training completion and knowledge transfer materials

PAYMENT TERMS

The parties acknowledge any final payment obligations associated with the Work as set out below. Any taxes, duties or withholdings imposed by law shall be the responsibility of the party required to pay them.

Late Payment: The Receiving Party agrees that any undisputed amount not paid when due shall accrue a late fee of % per month, compounded monthly, or the maximum permitted by law, whichever is lower.

TERM AND TERMINATION

This Handover Note becomes effective on the Start Date and continues until the End Date or until earlier termination as provided below.

Start Date:    End Date:

Termination for Convenience: Either party may terminate this Handover Note upon written notice to the other party no less than days prior to the intended termination date.

Termination for Cause: Either party may terminate immediately upon material breach by the other party that is not cured within thirty (30) days of written notice, provided that any obligations accrued prior to termination survive.

CONFIDENTIALITY

Each party acknowledges that in connection with the Handover they may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Handover, whether oral, written or electronic, that a reasonable party would consider confidential given its nature and the circumstances of disclosure.

Each receiving party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information for any purpose other than evaluating, accepting and operating the delivered Work; and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors with a need to know who are subject to confidentiality obligations at least as protective as those set forth herein.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known by the receiving party without restriction prior to disclosure; (iii) is independently developed without reference to Confidential Information; or (iv) is required to be disclosed by applicable law or court order, provided the receiving party gives prompt notice to the disclosing party to seek protective relief.

The obligations under this Confidentiality section shall survive termination of this Handover Note for a period of three (3) years, except for trade secrets which shall remain protected for as long as they meet the legal definition of a trade secret.

OUTSTANDING ITEMS / EXCEPTIONS

Any outstanding defects, incomplete deliverables, or agreed exceptions are listed below with an expected remediation date. The Delivering Party remains responsible for defects agreed to be fixed under any applicable warranty or contract.

GOVERNING LAW

This Project Handover Note shall be governed by and construed in accordance with the laws of: , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction for resolution of disputes relating to this Handover Note.

ENTIRE AGREEMENT

This Project Handover Note, together with any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the parties. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

CERTIFICATION

By signing below, each party certifies that it has the authority to enter into this Project Handover Note, that the information provided herein is true and complete to the best of its knowledge, and that acceptance by the Receiving Party constitutes formal receipt and commencement of any acceptance or warranty periods specified in the underlying agreement.

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