Project Management Content Agreement

PROJECT MANAGEMENT CONTENT AGREEMENT

Project Identification

Project ID:    Project Title:

Client Name:

Service Provider Name:

Project Manager (Client):    Contact (email/phone):

Project Manager (Provider):    Contact (email/phone):

Scope of Work

Description: The Service Provider shall plan, create, manage and deliver content and related project management services as described below. Work will be performed in accordance with the specifications, timeline and acceptance criteria set forth in this Agreement.

Deliverables and Acceptance

The Service Provider shall deliver the items listed below. Each deliverable must meet the acceptance criteria specified. Client shall perform acceptance testing within the stated review period.

Target Delivery Date:

Target Delivery Date:

Timeline & Milestones

Project Start Date:    Project End Date:

Due Date:

Due Date:

Budget & Payment

Payment Milestone 1 Amount:    Due:

Payment Milestone 2 Amount:    Due:

Change Order Process

Any change to scope, schedule, or cost shall be authorized only by a written change order executed by both parties. Change orders must describe the change, impact on schedule and cost, and new acceptance criteria.

Confidentiality

Each party shall hold Confidential Information of the other party in strict confidence and shall not disclose such information except to employees, contractors or advisors who have a need to know and who are bound to confidentiality obligations at least as protective as those herein. Confidential information does not include information that is or becomes public other than by breach of this Agreement, or is rightfully received from a third party without restriction.

Intellectual Property

Ownership and rights in work product created under this Agreement shall be governed as follows. Select the applicable option(s) and, if assignment is selected, the Provider will execute documentation necessary to effect the assignment upon final payment.

  Work made for hire; Client is the author and owner of the deliverables.

  Provider assigns all rights, title and interest in deliverables to Client upon full payment.

Representations, Warranties & Indemnity

Each party represents that it has the authority to enter into this Agreement. Provider warrants that deliverables will materially conform to the acceptance criteria for a period of 30 days following acceptance. Provider shall indemnify and hold Client harmless from claims arising out of Provider's breach of representations, including claims of infringement of third-party intellectual property rights attributable to Provider deliverables.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or Provider's breach of confidentiality or indemnification obligations, neither party shall be liable for consequential, special, or incidental damages. Aggregate liability for direct damages shall be limited to the total amount paid or payable under this Agreement in the 12 months preceding the claim.

Termination

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Upon termination for convenience, Provider shall deliver work in progress and Client shall pay for accepted work and reasonable, documented costs incurred up to the effective date of termination.

Notices

All notices must be in writing and delivered to the addresses set forth in this Agreement or to other addresses designated in writing. Delivery may be by personal delivery, reputable courier, or certified mail.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Exclusive jurisdiction for disputes shall be in the courts located in that State, unless the parties agree otherwise in writing.

General Provisions

Entire Agreement: This Agreement, including any incorporated statements of work or change orders, constitutes the entire agreement between the parties and supersedes prior proposals and understandings. Amendment: This Agreement may be amended only by a written instrument signed by both parties. Assignment: Neither party may assign its rights or obligations without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets.

Acknowledgement

The parties acknowledge that they have read and understand this Agreement, and that the individuals signing below are authorized to bind their respective organizations to the terms set forth herein.

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