Project Management Palm Project

PROJECT MANAGEMENT AGREEMENT — PALM PROJECT

This Project Management Agreement ("Agreement") is made and entered into as of by and between:

Parties

Recitals

WHEREAS, Client is undertaking a project identified as the "Palm Project" consisting of planning, coordination and delivery of project objectives in the designated project area; and

WHEREAS, Service Provider represents that it has the professional expertise, personnel and resources necessary to perform project management services for the Palm Project in accordance with the terms of this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will perform such services and Client will compensate Service Provider.

Scope of Work

Service Provider shall provide project management services for the Palm Project as set forth below. Services include, without limitation, project planning, scheduling, stakeholder coordination, vendor oversight, risk management, status reporting, quality assurance and project close-out.

Payment Terms

Client shall pay Service Provider for services performed under this Agreement in accordance with the following fees, schedule and billing procedures.

Invoices shall be issued in accordance with the schedule above and are payable within days of receipt, unless otherwise agreed in writing. Unpaid amounts shall accrue interest at per month (or the maximum allowed by law), and Client shall be responsible for all reasonable collection costs and attorneys' fees incurred by Service Provider to collect overdue sums.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate for cause if the other Party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver to Client all work in progress and final deliverables for which Client has paid, and Client shall pay Service Provider for all services performed and reasonable expenses incurred up to the effective date of termination. Any pre-paid but unearned fees shall be refunded pro rata.

Confidentiality

"Confidential Information" means all non-public information disclosed by a Party to the other Party, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that is (a) publicly known through no wrongful act of the receiving Party; (b) independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (c) rightfully received from a third party without restriction.

The receiving Party shall hold Confidential Information in strict confidence, shall not disclose it to third parties except as required for performance of this Agreement and only under obligations of confidentiality, and shall use Confidential Information solely to perform its obligations hereunder. Upon termination or upon request, the receiving Party shall return or destroy the disclosing Party's Confidential Information and certify such return or destruction in writing.

The Parties acknowledge that a breach of this confidentiality provision may cause irreparable harm for which monetary damages are an insufficient remedy, and the disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies at law or in equity.

Intellectual Property and Work Product

Except as otherwise agreed in writing, all deliverables produced under this Agreement that are specifically commissioned for Client shall be deemed "work made for hire" and, to the extent permitted by law, ownership of those deliverables shall be assigned to Client upon full payment. Service Provider may retain ownership of its pre-existing tools, templates and methodologies, and hereby grants Client a perpetual, non-exclusive royalty-free license to use such materials insofar as they are embedded in the deliverables.

Representations and Warranties; Indemnity

Each Party represents that it has the authority to enter into this Agreement. Service Provider represents that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Service Provider shall indemnify and hold Client harmless from third-party claims arising from Service Provider's negligent acts or omissions in the performance of services. Client shall indemnify and hold Service Provider harmless from third-party claims arising from Client-supplied materials or instructions.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

Entire Agreement; Amendments

This Agreement, together with any appendices and written change orders signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the other Party's prior written consent, except that Client may assign to an affiliate or successor in interest. Notices shall be in writing and delivered to the addresses set forth above.

Sign Now