Project Management Program Manager

PROJECT MANAGEMENT PROGRAM MANAGER AGREEMENT

Parties and Effective Date

This Agreement is entered into as of (Effective Date) by and between:

Recitals

WHEREAS, Client requires program-level project management services in connection with the project known as (Project); and

WHEREAS, Provider represents that it has the qualifications, experience, and personnel necessary to perform program management, governance, and oversight services as described herein; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

Scope of Work

Provider shall perform program management services (Services) including, but not limited to, program planning, schedule and budget oversight, risk management, stakeholder coordination, status reporting, quality assurance oversight, and facilitation of governance forums. Provider will provide qualified personnel to serve as Program Manager and supporting staff as necessary to accomplish the Services.

Payment Terms

Client shall pay Provider for the Services in accordance with the fee schedule below. Fees cover labor, project management tools, and reasonable out-of-pocket expenses expressly approved in writing by Client.

Any undisputed amount not paid within the invoice terms shall accrue interest at , compounded monthly, not to exceed the maximum allowed by applicable law. Client shall also reimburse Provider for reasonable collection costs.

Term and Termination

This Agreement commences on and remains in effect until , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after written notice. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (Recipient) shall hold in strict confidence all non-public, proprietary, or confidential information (Confidential Information) disclosed by the other party (Discloser) and shall not use or disclose such information except to perform its obligations under this Agreement. Confidential Information does not include information that (a) was lawfully in the Recipient's possession prior to disclosure; (b) is or becomes publicly available through no fault of the Recipient; (c) is received lawfully from a third party without restriction; or (d) is independently developed without use of the Discloser's Confidential Information.

Upon termination or request, Recipient shall return or certify destruction of Confidential Information. Recipient may disclose Confidential Information if required by law, provided Recipient gives prompt written notice to Discloser and cooperates with Discloser in any protective measures.

Representations, Warranties and Indemnity

Each party represents that it has full power and authority to enter into this Agreement. Provider warrants that Services will be performed in a competent, professional manner consistent with industry standards. Provider will indemnify and hold Client harmless from third-party claims arising from Provider's gross negligence or willful misconduct in performing the Services. Client will indemnify Provider for claims arising from Client's misuse of deliverables or negligent instructions.

Limitations of Liability

Except for liability arising from willful misconduct or indemnification obligations, each party's total 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 event giving rise to the claim. Neither party shall be liable for incidental, consequential, or punitive damages.

Acceptance of Deliverables

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall first attempt to resolve disputes through good-faith negotiation. If unresolved, the parties agree to submit the dispute to binding arbitration in accordance with the rules agreed at the time of dispute, with the arbitration venue located in the jurisdiction identified above.

Entire Agreement and Amendments

This Agreement, including all attachments and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

Notices shall be sent to the addresses set forth above or to any updated address provided in writing. Notices are effective when received.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employment relationship. Neither party may assign this Agreement without the other's prior written consent, except to a successor in interest to substantially all the assigning party's assets.

Sign Now