Project Management Production Services Agreement

PROJECT MANAGEMENT PRODUCTION SERVICES AGREEMENT

Parties and Term

This Project Management Production Services Agreement (the "Agreement") is entered into as of (the "Effective Date"), between Client Name: , and Service Provider Name: .

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Project Identification

Scope of Work

The Service Provider shall perform the services and deliver the products described below in accordance with the standards and schedule set forth in this Agreement. Services shall include professional project management, production coordination, resource scheduling, quality assurance, and related production services necessary to complete the Project.

Deliverables and Acceptance

The Service Provider shall deliver the items listed below. Each deliverable shall include the acceptance criteria; Client shall have the period specified in the acceptance criteria to review and accept or reject deliverables in writing.

Due Date:

Due Date:

Due Date:

Timeline and Milestones

Date:

Date:

Date:

Budget and Payment

Standard Change Order Fee (if applicable):

Confidentiality

Each party shall maintain in confidence and shall not disclose to any third party any Confidential Information disclosed by the other party, except as required by law. Confidential Information includes nonpublic business information, technical data, know‑how, trade secrets, procedures, and any materials designated as confidential. The receiving party shall use Confidential Information solely for performance of its obligations under this Agreement and shall limit disclosure to employees or subcontractors on a need‑to‑know basis subject to equivalent confidentiality obligations.

Intellectual Property

Unless otherwise agreed in writing, Service Provider grants Client a nonexclusive, perpetual, worldwide license to use deliverables for Client's internal business purposes. Service Provider retains ownership of preexisting materials and tools. Any joint developments shall be owned as set forth in a written addendum; absent such addendum, ownership of newly created intellectual property shall vest in Client upon full payment for the applicable deliverable, subject to any third‑party rights.

Warranties; Limitations of Liability; Indemnification

The Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Each party's aggregate liability under this Agreement shall not exceed the total fees paid to Service Provider for the Project, except for liability arising from willful misconduct or gross negligence. Each party agrees to indemnify the other for third‑party claims arising from its negligence or breach of this Agreement.

Termination and Notices

Either party may terminate this Agreement for material breach if such breach is not cured within days after written notice. Either party may terminate for convenience upon days' prior written notice, with payment due for services performed through the effective termination date.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes amicably prior to initiating any litigation or arbitration.

Miscellaneous

This Agreement, together with any attachments, exhibits, and executed change orders, constitutes the entire agreement between the parties with respect to the Project and supersedes all prior understandings. Any amendment must be in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to substantially all of its assets or business to which this Agreement relates.

Acceptance

By signing below, each party represents and warrants that it has authority to enter into this Agreement, that it has read and understands all terms and conditions, and that it agrees to be bound by them.

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