Project Management Annex

PROJECT MANAGEMENT ANNEX

This Project Management Annex ("Annex") supplements and is incorporated into the underlying Service Agreement between the parties identified below. The parties agree that the terms of this Annex govern project governance, deliverables, schedule, budget controls, change order procedure, confidentiality and acceptance criteria for the project identified herein.

Project Identification

Project Title:    Project ID:

Scope of Work

The Service Provider shall perform and deliver the work described below in accordance with the specifications, standards and acceptance criteria set forth in this Annex. All work shall conform to industry-standard project management practices and the project governance described herein.

Deliverables and Acceptance

The following enumerates project deliverables, deliverable descriptions, acceptance criteria and planned delivery dates. Acceptance shall be by written sign-off by the Client or by completion of defined acceptance tests described below.

Planned Delivery Date:

Planned Delivery Date:

Planned Delivery Date:

Timeline and Milestones

Milestone 1:   Date:

Milestone 2:   Date:

Milestone 3:   Date:

Budget and Payment

Billing Model: Fixed Fee Time & Materials

Change Order Procedure

Any change to scope, schedule or budget shall be effected only by a written Change Order signed by authorized representatives of both parties. The Change Order shall describe the change, impact on schedule, impact on budget and revised acceptance criteria. No work outside the agreed scope will be billable to the Client absent such a signed Change Order.

Change Orders require written authorization by both parties: Acknowledged

Confidentiality

Each party shall maintain in confidence all Confidential Information disclosed in connection with the project. Confidential Information includes non-public technical, business, and financial information, sample data, designs and customer information. Disclosure is permitted only to those personnel with a need to know and who are bound by confidentiality obligations no less protective than those herein. The obligations survive termination or expiration of this Annex for a period of three (3) years, except as to trade secrets which shall be protected for as long as they remain trade secrets.

Acknowledgment: Client and Provider acknowledge and agree to the confidentiality obligations above.

Intellectual Property and Deliverable Ownership

Unless otherwise expressly agreed in writing, the parties agree that ownership of all work product and Deliverables created specifically for the Client under this Annex will be assigned to the Client upon full payment. The Service Provider retains ownership of its pre-existing tools, libraries and methodologies and grants the Client a perpetual, non-exclusive license to any such materials embedded in the Deliverables to the extent necessary to use the Deliverables.

Governing Law and Dispute Resolution

This Annex shall be governed by and construed in accordance with the laws of the state identified below, without giving effect to conflict of laws principles that would result in the application of the law of another jurisdiction. The parties agree to attempt in good faith to resolve disputes through escalation between senior representatives prior to initiating formal dispute resolution. If unresolved, disputes shall be resolved by binding arbitration in the governing state, unless the parties mutually agree otherwise in writing.

Amendments and Notices

Amendments to this Annex must be in writing and signed by authorized representatives of both parties. Notices required under this Annex shall be delivered in accordance with the notice provisions of the underlying Service Agreement or, if none, delivered to the addresses on record for each party by certified mail or electronic delivery with confirmation.

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