Project Management Initial Scope Document

PROJECT MANAGEMENT INITIAL SCOPE DOCUMENT

This Initial Scope Document (the Agreement) establishes the scope, deliverables, timeline, budget, responsibilities, and governing terms for the project described below. This document is intended to provide a binding statement of work between the parties identified herein.

Project Identification

Project Title:

Project ID:     Client Name:

Service Provider:     Project Manager (Provider):

Client Project Contact:     Contact Information:

Scope of Work

Deliverables and Acceptance Criteria

Deliverable 1 — Title:

Due Date:

Deliverable 2 — Title:

Due Date:

Deliverable 3 — Title (optional):

Due Date:

Timeline and Milestones

Project Start Date:     Project End Date (anticipated):

Milestone 1 Target Date:

Milestone 2 Target Date:

Milestone 3 Target Date:

Budget, Fees and Payment Terms

Assumptions, Constraints, Dependencies, and Risks

Roles and Responsibilities

Confidentiality

Each party shall treat as confidential all information disclosed by the other party that is identified as confidential or that a reasonable person would understand to be confidential given its nature (Confidential Information). Recipient shall not disclose Confidential Information to third parties except to those employees or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information does not include information that is or becomes publicly available without breach, is rightfully received from a third party without restriction, or is independently developed without use of the other party’s Confidential Information. Upon termination or request, recipient shall return or destroy confidential materials and certify destruction upon request.

Intellectual Property and Deliverable Ownership

Unless otherwise stated in a written amendment, the Service Provider grants the Client a non-exclusive, worldwide license to use the final deliverables upon full payment of amounts due. Provider retains ownership of provider pre-existing materials, methodologies and tools. For deliverables that incorporate provider pre-existing materials, provider grants a perpetual license necessary for Client's intended use. Any third-party software or components will be identified and licensed under their respective terms.

Acceptance, Testing and Warranty

Deliverables will be subject to acceptance testing as described in the Acceptance Criteria fields above. Client shall provide written notice of rejection, specifying defects, within ten (10) business days of delivery. Provider shall use commercially reasonable efforts to remedy accepted defects. Provider warrants that deliverables will materially conform to the documented acceptance criteria for a period of thirty (30) days following acceptance.

Limitation of Liability and Indemnification

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or infringement of third-party intellectual property rights, each party’s aggregate liability to the other under this Agreement shall not exceed the total fees paid to the Service Provider under this Agreement. Neither party shall be liable for consequential, incidental, special, or punitive damages. Provider shall indemnify and hold harmless Client from third-party claims arising from Provider's negligent acts, omissions, or willful misconduct in performance of the services, subject to the limitation above.

Termination

This Agreement may be terminated by either party for material breach if the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice. Either party may terminate for convenience upon thirty (30) days’ prior written notice; in such event Client will pay Provider for work performed and non-cancellable commitments incurred through the effective date of termination.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles. The parties shall first attempt in good faith to resolve disputes through negotiation between senior representatives. If unresolved, disputes shall be resolved by binding arbitration or in a court of competent jurisdiction in the chosen jurisdiction as indicated.

Governing Jurisdiction:

Miscellaneous

Entire Agreement: This document, together with any attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes prior proposals and discussions. Amendments must be in writing and signed by authorized representatives of both parties. If any provision is found unenforceable, the remainder shall remain in full force and effect.

Signatures

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