Project Management PM III

PROJECT MANAGEMENT PM III AGREEMENT

Effective Date:

Client Name:    Contractor Name:

Project Name:    Project Location:

RECITALS

WHEREAS, Client Name: desires to retain Contractor to provide professional project management services for the Project Name described above; and

WHEREAS, Contractor Name: represents that it has the experience, personnel and capacity to perform services at the PM III level and agrees to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth herein their respective rights and obligations with respect to the performance, compensation, confidentiality and governance of the engagement.

SCOPE OF WORK

Contractor shall provide project management services consistent with PM III responsibilities, including but not limited to program oversight, risk management, schedule development and monitoring, procurement coordination, stakeholder reporting and quality assurance. Detailed deliverables, milestones and acceptance criteria are described below.

PAYMENT TERMS

Total Fee: $

Invoicing: Contractor shall submit invoices in accordance with the Payment Schedule. Client shall pay undisputed invoiced amounts within days of Client's receipt of the invoice.

Late Payment: Overdue amounts shall accrue interest at compounded monthly, not to exceed the maximum permitted by applicable law. Client shall also reimburse Contractor for reasonable collection costs.

TERM AND TERMINATION

Term: This Agreement commences on the Effective Date set forth above and continues until completion of the Services or until , whichever first occurs, unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause by providing days' prior written notice to the other party. Termination shall not relieve Client of payment obligations for work performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Obligations on Termination: Upon termination Contractor shall deliver all work-in-progress and Client shall pay Contractor for all services performed and reasonable close-out costs up to the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including technical, financial, commercial and project data, whether oral, written or electronic.

Obligations: The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to those employees, consultants or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public through no act or omission of the receiving party; (ii) was in the receiving party's lawful possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Duration: The confidentiality obligations set forth in this section shall survive termination of this Agreement for years, except with respect to trade secrets which shall be protected for as long as they remain trade secrets.

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 provisions. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto and any 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, understandings, negotiations and discussions, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Contractor may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Relationship of Parties: Contractor is an independent contractor. Nothing in this Agreement creates an employment, partnership, agency or joint venture relationship between the parties.

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