Project Management New Design Proposal

Project Management New Design Proposal

Project Identification

Date Prepared:

Scope of Work

This Scope of Work defines the design services to be performed by the Service Provider for the Client. The Service Provider will perform the tasks set forth below in compliance with professional standards and the agreed schedule. Any material deviation from the tasks or deliverables identified herein requires a written change order executed by both parties.

Deliverables and Acceptance Criteria

Each deliverable will be considered accepted when the Client provides written acceptance or fails to provide written rejection within seven (7) business days of submission, provided the deliverable conforms to the acceptance criteria below.

Due Date:    Acceptance Criteria:

Due Date:    Acceptance Criteria:

Due Date:    Acceptance Criteria:

Timeline and Milestones

Target schedule. Dates are estimated and subject to adjustment only by written amendment or approved change order.

Project Start Date:    Project End Date:

Due Date:    Notes:

Due Date:    Notes:

Budget and Payment

Fees stated below are exclusive of applicable taxes unless otherwise noted. All payments are due according to the payment schedule and late payments may incur interest at the lesser of 1.5% per month or the maximum allowable by law.

Invoice Frequency:

Confidentiality and Intellectual Property

The parties acknowledge that in performing the services, the Service Provider may receive Confidential Information. The Service Provider shall (i) use Confidential Information solely to perform the services; (ii) not disclose Confidential Information to third parties except as permitted below; and (iii) take reasonable measures to protect Confidential Information. Confidential Information does not include information that is publicly available without breach, lawfully received from a third party, or independently developed without use of Confidential Information.

Intellectual Property: Unless otherwise agreed in writing, the Service Provider grants to the Client a non-exclusive, perpetual, worldwide license to use final deliverables for the Client's internal business purposes. The Service Provider retains the right to use general skills, know-how, and non-confidential methodologies developed during performance of the services.

Liability, Termination and Governing Law

Limitation of Liability: Except for liability arising from gross negligence or willful misconduct, each party's total aggregate liability for any claim arising out of or relating to this Proposal shall be limited to direct damages not exceeding the total fees paid under this Proposal in the 12 months preceding the claim. Neither party shall be liable for special, incidental, consequential, or punitive damages.

Termination: Either party may terminate this Proposal for material breach on thirty (30) days' written notice if the breach remains uncured. Upon termination, the Client will pay the Service Provider for all work performed and reasonable costs incurred up to the effective date of termination.

Governing Law: This Proposal shall be governed by and construed in accordance with the laws of , without regard to its conflict of law rules.

Assumptions and Dependencies

Notices

All notices required or permitted under this Proposal shall be in writing and delivered to the addresses below by hand, certified mail, or nationally recognized courier service.

Acceptance of Proposal

By signing below, the Client and the Service Provider each represent and warrant that they are authorized to enter into this Proposal, that they have read and agree to the terms set forth herein, and that this Proposal constitutes the entire agreement between the parties with respect to the subject matter herein unless superseded by a separate executed master services agreement.

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