Project Management Interim Document

PROJECT MANAGEMENT INTERIM DOCUMENT

This Project Management Interim Document ("Agreement") is entered into as of Effective Date: by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client requires interim project management services for the project identified as Project Name: to ensure continuity of management, milestone delivery and coordination of contractors and stakeholders;

WHEREAS, Contractor represents that it possesses the qualifications, experience and staff necessary to provide such interim project management services in a professional manner and in accordance with industry standards;

WHEREAS, the parties desire to set forth the terms governing the interim engagement, including scope, payment, term and confidentiality obligations.

SCOPE OF WORK

Deliverables and Acceptance Criteria:

Due Date:   Acceptance Criteria:

PAYMENT TERMS

Compensation: Client shall pay Contractor a fee in the amount of for the interim services specified herein, subject to the schedule and conditions set forth below.

Invoice Procedure: Contractor shall submit itemized invoices to Billing Contact: . Payment is due within days of receipt of an undisputed invoice.

Late Payment: Overdue payments shall accrue interest at a rate of per month (or the highest lawful rate if lower), plus reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

Term: This Agreement commences on Interim Period Start Date: and shall continue until Interim Period End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than Notice Period (days): days prior to the intended termination date. Notice shall be effective when delivered in accordance with the Notices provision below.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party relating to business operations, trade secrets, technical data, financial information, and third-party information that by its nature should reasonably be understood to be confidential.

Obligations: Each party shall (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to employees, contractors and agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) exercise reasonable care to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes generally known to the public through no breach of this Agreement or that is independently developed by the receiving party.

Return or Destruction: Upon termination or expiration of this Agreement, the receiving party shall, at disclosing party's election, return or destroy all Confidential Information and certify in writing to such return or destruction within thirty (30) days.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnity: Each party shall defend and indemnify the other from third-party claims arising from its gross negligence or willful misconduct in performing its obligations under this Agreement; provided, the indemnifying party is given prompt written notice and sole control of the defense and settlement of any such claim.

Limitation of Liability: Except for liability arising from breach of confidentiality, willful misconduct, or obligations to indemnify, neither party shall be liable for incidental, consequential, indirect or punitive damages. The aggregate liability of either party for direct damages arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement during the three (3) months preceding the event giving rise to the claim.

CHANGE ORDERS

Any material change to the Scope of Work, schedule or compensation shall be documented in a written change order signed by authorized representatives of both parties describing the change, adjustments to schedule and adjustments to fees.

NOTICES

Notices shall be in writing and delivered by certified mail, overnight courier, or email (with confirmation) to the address or email for each party set forth below. Notice Address — Client: Email:

Notice Address — Contractor: Email:

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and executed change orders, constitutes the entire understanding between the parties with respect to the interim project management services described herein and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all assets.

Independent Contractor: Contractor is an independent contractor and nothing in this Agreement shall be construed to create an employment, joint venture, partnership or agency relationship between the parties.

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