Project Management Merger Plan

PROJECT MANAGEMENT MERGER PLAN

This Project Management Merger Plan (the Plan) is entered into effective as of by and between Client Name: and Service Provider Name: .

Project Identification

Scope of Work

The Service Provider shall perform the services necessary to plan, coordinate, and execute the merger-related project activities described below. Services include program governance, integration planning, communications coordination, systems alignment, risk management, and post-merger stabilization as further specified in the scope.

Deliverables & Acceptance Criteria

Each deliverable will be provided in the form, format, and timeframe specified below. Delivery constitutes submission for acceptance testing by Client. Acceptance criteria set forth the measurable conditions that must be satisfied for formal acceptance.

Timeline & Milestones

Milestones (list key events, responsible party, and target date):

Budget & Payment

The total estimated cost for the services under this Plan is set forth below. Final payment obligations will be determined in accordance with accepted deliverables and any executed change orders.

Change Order Process

All requests that alter scope, schedule, or budget must be documented as a Change Order. Change Orders must include a description of the change, impact on schedule and budget, and signatures per the approval matrix below. Work that commences prior to execution of the applicable Change Order will not be eligible for payment unless expressly approved in writing.

Change orders up to require Project Manager approval.

Change orders above require Executive Sponsor approval.

Confidentiality

Each party acknowledges that, in connection with the performance of this Plan, it may receive Confidential Information of the other party. "Confidential Information" means non-public, proprietary, or commercially sensitive information disclosed in any form. The receiving party shall (a) use Confidential Information only to perform its obligations under this Plan, (b) restrict disclosure to employees and subcontractors with a need to know and who are bound to confidentiality obligations no less protective than those set forth herein, and (c) take reasonable measures to prevent unauthorized disclosure. Confidential Information shall not include information that is or becomes publicly known through no wrongful act of the receiving party or that is rightfully obtained from a third party not under an obligation of confidentiality.

Liability & Insurance

Each party's liability for direct damages arising from breach of this Plan shall be limited to the total fees paid under this Plan during the twelve (12) months immediately preceding the claim. Neither party shall be liable for indirect, incidental, special, or consequential damages. The Service Provider shall maintain commercially reasonable insurance coverage during the term of the Plan and shall provide evidence of such coverage upon Client's reasonable request.

Governing Law

This Plan shall be governed by and construed in accordance with the laws of the state of without regard to choice-of-law principles. The parties agree that any dispute arising under this Plan shall be resolved by the courts located within that state, subject to any mandatory arbitration provisions set forth in a separately executed agreement.

Acceptance

Client shall have a period of days from delivery to perform acceptance testing for each deliverable. If Client does not provide written rejection with specific defects within the acceptance period, the deliverable shall be deemed accepted.

Miscellaneous Provisions

Integration: This Plan, together with any written change orders executed by both parties, constitutes the entire agreement with respect to the subject matter herein and supersedes prior oral or written communications. Amendments must be made in writing and signed by authorized representatives of both parties. If any provision is held unenforceable, the remaining provisions shall remain in full force.

Execution

The undersigned representatives certify that they are authorized to execute this Plan on behalf of their respective parties and that by signing they bind their organizations to the terms contained herein.

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