Project Management Optimization Contract

Project Management Optimization Contract

Project Identification

Client Name:   Client Contact:

Service Provider Name:   Provider Contact:

Effective Date:   Contract Term (months):

Recitals

This Project Management Optimization Contract (the Agreement) is entered into between Client Name: and Service Provider Name: for the purpose of improving, standardizing, and optimizing the Client's project management practices, processes, tools, and governance.

Scope of Work

Deliverables and Acceptance

Deliverables shall be delivered, reviewed, and accepted according to the acceptance criteria below. Acceptance shall not be unreasonably withheld.

Acceptance Criteria:   Due Date:   Fee:

Acceptance Criteria:   Due Date:   Fee:

Acceptance Criteria:   Due Date:   Fee:

Timeline & Milestones

Project Start Date:   Projected End Date:

Budget & Payment

Total Contract Price:   Currency:

Late Payment Interest:

Change Order Process

All changes to scope, schedule, or budget shall be effected only by a written Change Order executed by authorized representatives of both parties. Change Orders shall specify adjustments to deliverables, schedule, and fees.

Hourly Rate for Additional Work:   Estimated Approval Lead Time:

Confidentiality

Each party agrees to maintain in confidence all Confidential Information disclosed in connection with this Agreement and not to use such information except to perform obligations under this Agreement. Confidential Information shall not include information that is publicly known through no breach by the receiving party or rightfully received from a third party without restriction.

Confidentiality Term (years):

Intellectual Property

Unless otherwise agreed in writing, deliverables created under this Agreement shall be considered Work Product: ownership will be assigned as follows. Client will own final, accepted deliverables; Provider retains ownership of pre-existing tools, methodologies, templates, and general know-how. Provider grants Client a nonexclusive, perpetual license to any Provider pre-existing materials embedded in deliverables to the extent necessary to use the deliverables.

Representations, Warranties & Remedies

Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards. Provider's sole obligation for breach of the foregoing warranty shall be to re-perform nonconforming services at Provider's expense if notified in writing within the warranty period.

Warranty Period (days):

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total fees paid to Provider under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, or punitive damages.

Termination

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice. Upon termination for convenience by Client, Provider shall be entitled to payment for all services performed and approved deliverables up to the effective date of termination, plus reasonable wind-down costs.

Notice Period for Cure (days):

Notices

Governing Law & Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. This Agreement constitutes the entire agreement between the parties and supersedes prior agreements. Amendments must be in writing and executed by authorized representatives.

Acknowledgment

Each party warrants that the person signing below is authorized to enter into this Agreement and bind the respective party. By signing, the parties agree to comply with the terms and perform their obligations in good faith.

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