Project Management OGM Document

PROJECT OGM DOCUMENT

Project Identification

Purpose and Background

This Project OGM Document establishes the operational governance, scope, deliverables, milestones, payment terms, confidentiality, change control and acceptance procedures governing the engagement between Client and Service Provider for the project identified above. It is intended to create binding obligations regarding project execution, quality assurance and commercial terms as set forth below.

Scope of Work

Deliverables and Acceptance Criteria

Deliverable 1 Title:

Deliverable 2 Title:

Schedule and Milestones

Project Start Date:    Project End Date:

Target Date:

Target Date:

Budget and Payment

Amount:    Due Upon:

Amount:    Due Upon:

Governance, Reporting & Meetings

Regular progress reporting and governance will be conducted as follows. Meeting frequency (check all that apply):

Weekly    Bi-weekly    Monthly

Quality, Testing and Acceptance

Acceptance testing will be performed in accordance with the acceptance criteria set for each deliverable. The Client shall have a period of days from delivery to provide written acceptance or detailed rejection with remedial instructions.

Confidentiality and Data Protection

Both parties acknowledge that during the course of performance they may receive Confidential Information. Each party shall: (a) use Confidential Information solely for performance under this Document; (b) restrict disclosure to employees and subcontractors on a need-to-know basis; and (c) implement reasonable administrative, technical and physical safeguards to prevent unauthorized disclosure. Confidentiality obligations survive termination for a period of three years, unless otherwise required by applicable law.

Client and Service Provider acknowledge and agree to the confidentiality obligations above.

Liability, Indemnification & Insurance

Each party shall be liable for direct damages arising from its breach of this Document. Service Provider shall maintain insurance customary for the scope of work and indemnify Client against third-party claims arising from Provider's negligence or willful misconduct. Neither party shall be liable for indirect, consequential, special or punitive damages except for indemnification obligations or gross negligence.

Termination

This Document may be terminated by either party for material breach if such breach remains uncured for days following written notice. Either party may terminate for convenience upon days written notice with equitable adjustment for work performed to date.

Governing Law and Dispute Resolution

This Document is governed by the substantive laws of the jurisdiction specified below. The parties shall first attempt to resolve disputes through good-faith negotiation and senior-level escalation. If unresolved, disputes shall be resolved by final and binding arbitration under the rules of the agreed forum.

Intellectual Property

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, perpetual license to use deliverables for Client's internal business purposes upon full payment. Pre-existing Provider materials, tools and methodologies remain Provider's sole property. New work specifically created and paid for under this Document will be assigned as set forth in a written agreement or exhibit.

Representations and Warranties

Each party represents that it has authority to enter into this Document and will perform its obligations in a professional manner consistent with industry standards. Service Provider warrants that deliverables will materially conform to the acceptance criteria for a period of ninety (90) days following acceptance.

Miscellaneous

Amendments to this Document must be in writing and signed by authorized representatives of both parties. Neither party may assign its rights or obligations without the prior written consent of the other, except to an affiliate or successor in interest.

Acknowledgement

By signing below, the undersigned represent and warrant that they are duly authorized to bind their respective parties to the terms of this Project OGM Document.

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