Project Management Packing App Agreement

PROJECT MANAGEMENT PACKING APP AGREEMENT

Effective Date:    Project ID:

Client Project Manager:    Provider Project Manager:

Recitals and Definitions

This Agreement sets forth the terms by which Service Provider will design, develop, implement and support a Packing Application (the "App") to manage packing workflows, packing lists, inventory allocation and related project management functions for Client. Defined terms used in this Agreement have the meanings set forth in the body of this document.

Scope of Work

Service Provider shall perform the work described below in accordance with the acceptance criteria and milestones set forth in this Agreement. The scope includes design, development, integration, testing, deployment and handover of the Packing App and related documentation.

Deliverables and Acceptance

Service Provider will deliver the following items. Client's acceptance shall be governed by the acceptance criteria set forth for each deliverable.

Target Delivery Date:

Target Delivery Date:

Project Timeline and Milestones

Project Start Date:    Project End Date:

Fees, Expenses and Payment Schedule

Total Fixed Fee (if applicable): $

Invoicing Frequency:    Late Payment Interest Rate:

Change Order Process

All changes to scope, schedule or cost shall be initiated via a written Change Order signed by both parties. Change Orders shall describe the change, the effect on schedule and fees, and require written approval by the Client Project Manager prior to commencement.

Change Order Approval Required:

Acceptance Testing and Delivery

Acceptance testing will be performed according to the test plan attached or described in the acceptance criteria above. Client shall have a defined testing period not to exceed the number of days specified below to report defects prior to final acceptance.

Testing Period (days):

Maintenance, Support and Updates

Provider shall provide the maintenance and support services described below following acceptance. Support response times, severity levels and fees for ongoing support are set forth in this section.

Confidentiality and Data Security

Each party shall hold confidential information of the other in strict confidence and shall use at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care. Confidential information includes source code, data, customer lists, pricing and any non-public information disclosed in connection with this Agreement.

Intellectual Property and License

Subject to full payment of all amounts due under this Agreement, Service Provider assigns to Client all right, title and interest in deliverables specifically created for Client under this Agreement, excluding pre-existing Provider materials and third-party components. Provider retains ownership of general purpose tools, libraries and pre-existing software.

Warranties, Liability and Indemnification

Provider warrants that deliverables will materially conform to the acceptance criteria for a period of 90 days following acceptance. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES.

Neither party shall be liable for incidental or consequential damages except to the extent of direct damages resulting from gross negligence or willful misconduct. Provider shall indemnify Client against third-party claims arising from Provider's breach of representations or infringement of third-party intellectual property rights, subject to the limitations herein.

Termination

Either party may terminate this Agreement for material breach if the breaching party fails to cure within the notice period specified below. Upon termination, Client pays Provider for work performed and reimbursable expenses up to the effective date of termination.

Cure Notice Period (days):    Early Termination Fee (if any): $

Subcontracting and Assignment

Provider may engage subcontractors to perform portions of the work provided Provider remains responsible for performance and compliance with the terms of this Agreement. Assignment of this Agreement is prohibited without the prior written consent of the non-assigning party.

Provider May Subcontract:

Notices

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to choice of law rules. The parties agree to attempt in good faith to resolve disputes by negotiation prior to pursuing formal remedies.

Governing State:

Entire Agreement and Amendment

This Agreement, including any attachments and executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof. Any amendment must be in writing and signed by authorized representatives of both parties.

Signatures

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