Project Management MEC Document

PROJECT MANAGEMENT MEC DOCUMENT

This Project Management MEC Document (the "Agreement") is made effective as of Effective Date: by and between Client Name: and Service Provider Name: .

Project Identification

Scope of Work

The Service Provider shall perform the services and deliver the work product described below in accordance with the specifications, schedule, and acceptance criteria set forth in this Agreement. The scope described herein is the sole statement of work for the Project unless modified by an executed Change Order in accordance with Section: Change Order Process.

Deliverables and Acceptance

Deliverables shall be provided in the form and level of detail required for the Client to perform acceptance testing. Client shall approve or provide written rejection with reasons within the Acceptance Period specified below. Acceptance shall not be unreasonably withheld.

Due Date:

Due Date:

Due Date:

Timeline and Milestones

Project Start Date:    Project End Date:

Due Date:

Due Date:

Due Date:

Budget and Payment Terms

Late payments will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client may withhold payment for non-conforming Deliverables pending dispute resolution in good faith.

Change Order Process

Any change to scope, schedule, deliverables, or price shall require a written Change Order signed by authorized representatives of both parties. Change Orders shall state the change, the impact on schedule, and the agreed adjustment to price. The Service Provider shall not proceed with changed work until a Change Order is executed, except where immediate action is reasonably necessary to avoid material delay or damage.

Confidentiality

Each party acknowledges that in performance of this Agreement it may receive Confidential Information of the other party. Confidential Information means non-public business, technical or financial information disclosed in any form. Each party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, and (b) not disclose Confidential Information to third parties except to employees, consultants, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement, (ii) was known to the receiving party prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the receiving party without use of the discloser's Confidential Information.

Client and Service Provider each acknowledge and agree to the Confidentiality obligations set forth above.

Warranties; Indemnification; Insurance

Service Provider warrants that the services will be performed in a professional and workmanlike manner and in substantial conformity with the specifications set forth in this Agreement for a period of sixty (60) days following acceptance, unless a longer warranty period is specified in a Deliverable. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's negligence or willful misconduct in performing its obligations under this Agreement. The indemnifying party shall defend at its expense and pay reasonable costs, including attorneys' fees, accrued in connection with such claims.

Service Provider shall maintain insurance coverage customary for the services provided and shall provide proof of insurance upon Client's reasonable request.

Termination

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective termination date. In the event of termination for convenience, Client shall pay Service Provider for all work performed and non-cancellable obligations properly incurred through the effective date of termination, subject to any offsets for uncorrected non-conforming work.

Either party may terminate this Agreement immediately for material breach by the other party that remains uncured for a period of thirty (30) days following written notice of such breach.

Dispute Resolution and Governing Law

The parties shall attempt in good faith to resolve disputes arising under this Agreement by negotiation between senior executives. If negotiation fails, the parties agree to the following preferred methods (select all that apply):

Mediation    Arbitration    Court Litigation

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all of the assigning party's assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

Subcontracting: Service Provider may engage subcontractors to perform portions of the work so long as Service Provider remains responsible for the acts and omissions of such subcontractors and obtains any required confidentiality and intellectual property assignments from them.

Entire Agreement: This Agreement, including any executed Change Orders and attachments, constitutes the entire agreement between the parties concerning the Project and supersedes all prior understandings, negotiations, and proposals, whether written or oral.

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