Project Management Contribution Project

PROJECT MANAGEMENT CONTRIBUTION PROJECT

Project Identification

Project Title:

Effective Date:    Location/Primary Worksite:

Recitals

This Project Management Contribution Project Agreement (Agreement) is entered into by Client Name: and Service Provider: . The Service Provider will provide project management services and contributions as described herein, and the Client will accept and compensate for such services under the terms that follow.

Scope of Work

Description of Services: The Service Provider shall perform professional project management services, including but not limited to planning, scheduling, risk management, stakeholder coordination, status reporting, resource allocation, and issue resolution, in accordance with the deliverables and milestones below.

Deliverables and Acceptance

The following are the principal deliverables to be furnished by the Service Provider. Each deliverable must meet its acceptance criteria and be approved in writing by the Client in accordance with the Acceptance Procedure below.

Acceptance Procedure:

Upon delivery, the Client shall have days to inspect and either accept or issue a written rejection with specific deficiencies. If the Client does not provide written rejection within that period, the deliverable shall be deemed accepted. Rejected items will be corrected by the Service Provider at no additional cost where the rejection is for failure to meet the agreed acceptance criteria.

Timeline & Milestones

Project Start Date:    Project End Date:

Target Date:    Responsible Party:

Target Date:    Responsible Party:

Budget & Payment

Change Order Contact:    Approval Required:    Fee Adjustment Basis:

Confidentiality

Each party agrees to maintain the confidentiality of Confidential Information disclosed in connection with this Agreement. Confidential Information means non-public business, technical or financial information marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include information that is (a) publicly known through no fault of the receiving party; (b) already known by the receiving party without obligation of confidentiality; (c) rightfully received from a third party without obligation of confidentiality; or (d) independently developed without use of Confidential Information.

The receiving party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and shall only use Confidential Information to perform its obligations under this Agreement.

Liability, Indemnification & Insurance

The Service Provider agrees to indemnify, defend and hold harmless the Client from and against claims, liabilities, losses and expenses resulting from the Service Provider’s gross negligence or willful misconduct in the performance of services. Except for liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The Service Provider shall maintain insurance appropriate to the scope and risks of the project and shall provide evidence of such insurance upon the Client's request.

Intellectual Property & Work Product

Unless otherwise agreed in writing, all work product and deliverables produced under this Agreement shall be deemed work made for hire and assigned to the Client upon full payment for services. The Service Provider retains the right to use general knowledge, skills, and non-confidential methodologies gained during performance, provided that no Client Confidential Information or deliverables are disclosed or used without Client's prior written consent.

Termination

Either party may terminate this Agreement for convenience upon days prior written notice. Upon termination, the Client will pay the Service Provider for all work performed and reasonable costs incurred up to the effective date of termination, subject to the Client’s right to withhold amounts for unresolved deficiencies in deliverables.

Governing Law & Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law rules. Any dispute arising under this Agreement shall be resolved by the parties in good faith, and if unresolved, by the courts located in that state.

Severability: If any provision is held unenforceable, the remainder shall remain in full force and effect. Amendment: This Agreement may only be amended by a written instrument signed by authorized representatives of both parties.

Change Orders & Additional Work

No amendment to the Scope of Work shall be effective unless set forth in a written Change Order signed by authorized representatives of both parties. Change Orders shall specify scope changes, schedule adjustments, and the effect on price. Work performed outside the Scope of Work without a signed Change Order will not be compensated unless subsequently approved in writing by the Client.

Representations & Certifications

Each party represents and warrants that it has the right and authority to enter into this Agreement and to perform its obligations. The Service Provider certifies that services will be performed in a professional manner in accordance with industry standards and applicable laws.

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