Project Management Project Database

PROJECT MANAGEMENT PROJECT DATABASE

THIS GENERAL BUSINESS AGREEMENT ("Agreement") is entered into by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client maintains a portfolio of projects requiring centralized project records, tracking, and status reporting; and

WHEREAS, Provider possesses the personnel, systems, and expertise to establish and maintain a secure Project Management Project Database (the "Database") for the Client and to perform related project recordkeeping and administrative tasks; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, and governance terms for creation, maintenance, access, and termination of the Database.

SCOPE OF WORK

PROJECT RECORD (DATABASE ENTRY)

Planned Start Date:     Planned End Date:

PAYMENT TERMS

Contract Amount:

Invoicing Terms:

Late Fee: on overdue balances after the invoiced due date.

Reimbursable Expenses Authorized:   If checked, Provider shall submit itemized expense documentation for pre-approved expenses and Client shall remit reimbursable amounts pursuant to the invoicing terms.

TERM AND TERMINATION

Term Commencement: . Term expiration: , unless earlier terminated in accordance with this Agreement.

Either party may terminate for convenience upon written notice to the other party delivered at least days prior to termination. Termination for cause may be effected immediately upon written notice if the non‑terminating party materially breaches this Agreement and such breach remains uncured for a period of 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that the Database will contain Confidential Information. "Confidential Information" means non-public business, technical, financial, and project-specific information disclosed by a party 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. Provider shall (a) use Confidential Information solely for the performance of its obligations under this Agreement; (b) restrict access to Confidential Information to employees and subcontractors with a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement; and (c) implement reasonable administrative, physical and technical safeguards appropriate to the sensitivity of the information to prevent unauthorized access, disclosure, or loss.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

DATA ACCESS, OWNERSHIP AND RETENTION

Client retains all right, title and interest in and to data and records entered into the Database by or on behalf of Client ("Client Data"). Provider's role is that of custodian and processor of Client Data. Provider shall not use Client Data for any purpose other than performance of this Agreement without prior written consent. Upon termination, Provider shall return or securely delete Client Data as directed by Client, and, if requested, provide a machine-readable export of Client Data within 30 days of termination.

LIMITATION OF LIABILITY

Except for a breach of confidentiality, willful misconduct, or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each party arising out of or related to this Agreement shall not exceed the total fees paid or payable by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements and understandings. Any amendments or modifications must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Notices under this Agreement shall be in writing and delivered to the address or contact information provided by each party in writing; notices are effective upon delivery if personally delivered, or three (3) days after deposit with a nationally recognized overnight courier service.

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