Project Management Managed Service Contract

PROJECT MANAGEMENT MANAGED SERVICE CONTRACT

Project Identification

Effective Date:

Recitals

This Managed Service Contract (the "Agreement") is entered into by and between Client Name: and Service Provider Name: . The parties agree that the Service Provider will provide the managed project management services described herein under the terms and conditions of this Agreement.

Scope of Work

The Service Provider shall perform the services set forth below in a professional manner consistent with industry standards. Services include project planning, resource coordination, schedule management, risk management, reporting, and stakeholder communication.

Deliverables and Acceptance

The Service Provider shall deliver the deliverables listed below. Each deliverable shall be subject to Client acceptance in accordance with the acceptance criteria specified.

Acceptance Procedure: Upon delivery, Client shall have days to evaluate the deliverable against the stated acceptance criteria. If Client provides written notice of rejection specifying deficiencies, Service Provider will remediate and resubmit within the remediation period specified in the applicable deliverable description.

Timeline and Milestones

Project Start Date:    Project End Date:

Completion Date:

Completion Date:

Completion Date:

Budget and Payment

Total Contract Value: $

Standard Payment Terms: Net days from invoice date. Late payments shall accrue interest at or the maximum permitted by law, whichever is less.

Change Order Process

Any change to scope, schedule, or fees shall be effected only by a written Change Order signed by both parties. Change Orders shall include a description of the change, impact on price, and adjustment to schedule. Estimated approval response time: days.

Confidentiality

Each party shall hold Confidential Information of the other party in strict confidence and shall not use or disclose such information except as required to perform its obligations under this Agreement. The obligations of confidentiality shall continue for years following termination or expiration of this Agreement.

Intellectual Property

Subject to Client's payment in full, Service Provider grants to Client a perpetual, non-exclusive, worldwide license to use deliverables for Client's internal business purposes. Pre-existing materials and tools of the Service Provider remain the exclusive property of Service Provider. Any third-party software or components are licensed subject to their respective terms.

Service Levels and Performance

Service Provider shall perform services with reasonable skill and care consistent with prevailing professional standards. Performance metrics, escalation procedures, and remedies for failure to meet service levels are as set forth in the Service Level Addendum attached to this Agreement or as otherwise agreed in writing.

Term and Termination

This Agreement commences on the Effective Date and remains in effect until completion of services unless earlier terminated as provided herein. Either party may terminate for convenience upon written notice of days. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice specifying the breach.

Limitation of Liability; Indemnification

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for claims arising under this Agreement shall not exceed the amount actually paid by Client to Service Provider under this Agreement: $ . Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its negligence or willful misconduct.

Data Security and Privacy

Service Provider shall implement and maintain administrative, physical, and technical safeguards appropriate to the sensitivity of the data processed, and shall comply with applicable data protection laws. Any data breaches affecting Client data must be reported to Client within of discovery.

Force Majeure

Neither party shall be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, acts of government, pandemics, or labor disputes, provided that the affected party gives prompt written notice and uses commercially reasonable efforts to mitigate the effect of the event.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the state of without regard to its conflict of laws principles. The parties shall seek to resolve disputes in good faith through negotiation and, if unsuccessful, through mediation prior to initiating litigation.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or overnight courier.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements. Amendments must be in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

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