Project Management Coordinator Dashboard Delivery

PROJECT MANAGEMENT COORDINATOR DASHBOARD DELIVERY

Parties

Client Name:    Coordinator Name:

Recitals

WHEREAS, Client requires a project management dashboard to track tasks, milestones, resource allocation and reporting (the Dashboard); and

WHEREAS, Coordinator represents that it has the expertise, personnel and resources necessary to design, configure and deliver the Dashboard in accordance with the specifications set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Coordinator will deliver the Dashboard and Client will accept and pay for the Dashboard.

Project Name and Deliverables

Scheduled Delivery Date:    Acceptance Period (days):

Scope of Work

The Coordinator shall perform the tasks and provide the deliverables described below. Coordinator shall provide all labor, materials and management necessary to complete the work in a professional and workmanlike manner and in accordance with industry standards.

Payment Terms

Total Fee:    Currency:

Invoices due within days of invoice. Late payment shall accrue interest at % per month (or the maximum permitted by law), plus reasonable collection costs.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. For material breach, the non-breaching party may terminate if the breaching party fails to cure the breach within days after written notice. Termination shall not relieve Client's obligation to pay for services performed and deliverables accepted through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, including but not limited to business plans, technical specifications, source code, dashboards, and customer data. The receiving party shall (i) use Confidential Information solely for performance of this Agreement; (ii) restrict disclosure to employees, agents or subcontractors with a need to know and subject to confidentiality obligations at least as restrictive as those herein; and (iii) apply at least reasonable care to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, independently developed without use of the other party's Confidential Information, or rightfully received from a third party without restriction. The obligations in this section shall survive termination for a period of three (3) years, or in the case of trade secrets, for as long as such information remains a trade secret under applicable law.

Intellectual Property and License

Unless otherwise agreed in writing, Coordinator grants Client a non-exclusive, non-transferable license to use the delivered Dashboard and associated documentation for Client's internal business purposes. Coordinator retains ownership of pre-existing materials, tools, templates and methodologies. Any custom code, configuration and content produced specifically for Client under this Agreement shall be owned by , subject to payment in full. Coordinator may preserve copies of work product for recordkeeping and archival purposes.

Acceptance Testing and Warranty

Upon delivery, Client shall have the acceptance period specified above to test the Dashboard against the Acceptance Criteria. If Client notifies Coordinator in writing of non-conformities during the acceptance period, Coordinator shall use commercially reasonable efforts to correct such non-conformities without additional charge. Coordinator warrants that, for a period of days after acceptance, the Dashboard will materially conform to the Acceptance Criteria. EXCEPT AS EXPRESSLY PROVIDED, THE WORK IS PROVIDED "AS IS" AND COORDINATOR DISCLAIMS ALL OTHER WARRANTIES TO THE EXTENT PERMITTED BY LAW.

Liability and Indemnification

Each party's aggregate liability for claims arising out of or related to this Agreement shall be limited to direct damages not to exceed the amount paid by Client to Coordinator under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for indirect, incidental, special or consequential damages. Coordinator shall indemnify and hold Client harmless from third-party claims arising from Coordinator's gross negligence or willful misconduct in performing the Services, subject to the foregoing limitation.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices are effective upon receipt.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, agreements and communications, whether oral or written. No amendment shall be binding unless in writing and signed by authorized representatives of both parties.

Execution

The parties may execute this Agreement in counterparts and by electronic signature, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

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