Project Management MSA Final Edit

Project Management MSA Final Edit

Project Identification

Client Name:

Service Provider Name:

Recitals

This Master Services Agreement ("Agreement") entered into by and between the Client and the Service Provider identified above governs provision of project management services described herein. The parties agree that the Service Provider will perform professional project management services in accordance with the Scope of Work, deliverables, schedule, payment terms, and other contract provisions set forth in this Agreement.

Scope of Work

Deliverables and Acceptance

Deliverables shall be provided according to the schedule below. Each deliverable shall include acceptance criteria. Acceptance by Client shall not be unreasonably withheld.

Expected Delivery Date:

Expected Delivery Date:

Timeline and Milestones

Project Start Date:   Planned Completion Date:

Date:

Date:

Fees, Invoicing, and Payment

Total Contract Price:

Late Payment Interest (annual):

Change Orders

Any changes to scope, schedule, deliverables, or fee shall be documented in a written change order signed by authorized representatives of both parties. Change orders shall describe the change, impact on schedule, and any additional charges.

Change Order Authorization Required: Yes

Confidentiality

Each party shall treat Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, and not disclose such information except to employees, contractors, or advisors with a need to know. Confidential Information excludes information that is or becomes publicly available through no breach by the receiving party, independently developed by the receiving party without reference to the disclosing party's Confidential Information, or rightfully obtained from a third party without restriction.

Confidentiality Obligation Acknowledged: Acknowledged

Intellectual Property

Unless otherwise agreed in writing, Service Provider shall retain ownership of its pre-existing intellectual property and methodologies. Upon full payment, Service Provider grants Client a non-exclusive, non-transferable license to use Deliverables solely for Client's internal business purposes. Client acknowledges that Service Provider may incorporate general knowledge and experience in future work.

Warranties; Disclaimers

Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, SERVICES ARE PROVIDED AS-IS AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Indemnification and Limitation of Liability

Each party agrees to indemnify and hold harmless the other against third-party claims arising from its gross negligence or willful misconduct. Except for liability for gross negligence, willful misconduct, or breaches of confidentiality, neither party's aggregate liability shall exceed the total amount paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Insurance

Service Provider shall maintain commercially reasonable insurance coverage, including professional liability and general liability, in amounts customary for the relevant services. Upon request, Service Provider will provide certificates of insurance evidencing required coverage.

Term and Termination

This Agreement commences on the Project Start Date and continues until completion or earlier termination. Either party may terminate for convenience with prior written notice of days. Termination for uncured material breach may be immediate following written notice if breach is not cured within a commercially reasonable cure period.

Notices

All notices under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or to such other addresses as a party may designate in writing.

Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of the jurisdiction indicated below, without regard to conflict-of-law rules. The parties shall attempt in good faith to resolve disputes by negotiation; if unresolved, disputes shall be resolved by binding arbitration in the chosen jurisdiction unless the parties mutually agree otherwise.

Miscellaneous

Assignment: Neither party shall assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Force majeure: Neither party shall be liable for delays caused by events beyond reasonable control. This Agreement constitutes the entire agreement and may be amended only by a written instrument executed by both parties.

Execution

The parties, by signing below through their authorized representatives, accept and agree to be bound by the terms of this Agreement.

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