Project Management NWSF Plan

PROJECT MANAGEMENT NWSF PLAN

Project Identification

Overview and Purpose

This Project Management New Workstream Framework Plan (NWSF Plan) documents the mutual commitments, scope, deliverables, schedule, budget, governance, and controls for the Project Title identified above. It establishes the process by which the parties will manage changes, accept deliverables, and resolve disputes.

Scope of Work

Deliverables and Acceptance Criteria

Deliverables listed below must meet the stated acceptance criteria and be approved in writing by the Client's designated representative prior to formal acceptance.

Timeline and Milestones

Project schedule is subject to adjustments pursuant to the Change Order Procedure. Milestone dates are target dates and become binding upon written mutual acceptance of the associated deliverable definition.

Budget, Fees, and Payment Schedule

All invoices are due net 30 days from invoice date unless otherwise agreed. Late payments bear interest at the lesser of 1.5% per month or the maximum lawful rate.

Change Order Procedure

No change to scope, schedule, or price is effective unless executed via a written Change Order signed by both parties. The Provider shall submit a written Change Order request including (a) description of change, (b) impact on scope and schedule, and (c) any additional cost. The Client has ten (10) business days to accept or reject the request in writing. If the parties cannot agree, the dispute resolution procedures in this Plan apply.

Confidentiality

Each party shall keep confidential all non-public information disclosed in connection with this Plan and use such information solely to perform obligations hereunder. Confidential information excludes information that: (a) is or becomes public without breach; (b) was rightfully known prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law. Upon termination, each party shall return or destroy the other party's confidential materials. Confidentiality obligations survive termination for a period indicated below.

Intellectual Property

Unless otherwise agreed in writing, the Provider grants the Client a perpetual, non-exclusive, worldwide license to use delivered work products for the Client's internal business purposes upon full payment. Provider retains ownership of its pre-existing intellectual property and general know-how. Any custom code, documentation, and deliverables developed for the Client will be assigned or licensed as specified below.

Warranties, Limitations, and Indemnities

Provider warrants that services will be performed in a professional manner consistent with industry standards for a period of ninety (90) days following acceptance. EXCEPT AS EXPRESSLY PROVIDED, ALL OTHER WARRANTIES ARE DISCLAIMED. Neither party shall be liable for consequential, incidental, or punitive damages except for claims arising from willful misconduct or gross negligence. Each party shall indemnify the other for third-party claims arising from its negligence or breach of intellectual property representations.

Termination

Either party may terminate for material breach if the breach remains uncured thirty (30) days after written notice. The Client may terminate for convenience upon thirty (30) days' prior written notice, subject to payment for work performed and reasonable wind-down costs. Upon termination, Provider will deliver all completed work products and invoice for accepted deliverables and authorized work in progress.

Governing Law and Dispute Resolution

This Plan is governed by the laws of the state indicated below, without regard to conflict of law principles. The parties agree to attempt in good faith to resolve disputes through senior-level negotiation and, if unresolved, to proceed to mediation prior to initiating litigation, except where injunctive relief is necessary.

Acceptance and Change Control

Formal acceptance occurs upon the Client's written acknowledgment that a deliverable satisfies the agreed acceptance criteria. If the Client provides a rejection notice, Provider shall remedy the deficiencies as specified. Acceptance does not constitute waiver of latent defects discovered later.

Project Governance and Reporting

Regular status reports and steering committee meetings shall be held as agreed below. Reports shall include progress versus plan, risks, issues, change requests, and financial status.

Operational and Security Requirements

Provider shall adhere to the security, data protection, and operational controls required by the Client and indicated below. Any subcontracting that affects data handling requires prior written approval.

Acknowledgment

By signing below, each party acknowledges that it has the authority to enter into this NWSF Plan and agrees to be bound by its terms. This Plan, together with any executed Change Orders and referenced statements of work, constitutes the entire agreement between the parties with respect to the Project.

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