Project Management Project Orders

PROJECT MANAGEMENT PROJECT ORDER

Project Order No.:     Effective Date:

Client Name:     Contractor Name:

RECITALS

WHEREAS, Client desires to engage Contractor to provide project management services for the project identified as (the "Project"), and Contractor has the requisite experience, personnel, and resources to perform such services;

WHEREAS, the parties intend for this Project Management Project Order to define the specific scope, deliverables, payment terms, schedule, and administrative requirements governing Contractor's performance for the Project; and

WHEREAS, this Project Order is entered pursuant to and governed by the terms set forth below and any master services agreement between the parties if applicable.

SCOPE OF WORK

DELIVERABLES & MILESTONES

Due Date:     Payment on Completion:

Due Date:     Payment on Completion:

PAYMENT TERMS

Contract Price (Total Not-to-Exceed): .

Invoice Payment Terms: Net days from receipt of a properly documented invoice. Late payments will incur a late fee of on the unpaid balance, compounded monthly.

Reimbursable Expenses (if any): . All reimbursable expenses require prior written approval by Client.

TERM AND TERMINATION

Term Commencement Date: . Anticipated Completion Date: .

Either party may terminate this Project Order for convenience upon days' prior written notice. Termination for material breach may be effected immediately if the breaching party fails to cure within days after receipt of written notice specifying the breach.

ACCEPTANCE & PERFORMANCE STANDARDS

CHANGE ORDERS

All modifications to the Scope of Work, schedule, or price shall be made only by written change order agreed and signed by authorized representatives of both parties. Change orders shall include a description of the change, any adjustment to the Contract Price, and any change to the project schedule.

CONFIDENTIALITY

Each party shall maintain the confidentiality of nonpublic information disclosed in connection with this Project Order and shall not use such information except as necessary to perform its obligations. Confidential information shall not include information that is publicly known, subsequently becomes public through no fault of the receiving party, or is rightfully obtained from a third party without restriction. The obligations in this clause survive termination of this Project Order for a period of three (3) years.

INSURANCE, WARRANTIES, AND INDEMNIFICATION

Contractor shall maintain insurance customary for the scope and size of the Project, including commercial general liability and professional liability in amounts sufficient to cover claims arising out of Contractor's performance. Minimum limits: General Liability ; Professional Liability .

Contractor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly provided, all other warranties are disclaimed to the fullest extent permitted by law.

Indemnification: Contractor shall indemnify, defend, and hold harmless Client from and against claims, losses, liabilities, damages, and expenses arising out of Contractor's negligent performance, willful misconduct, or breach of this Project Order, subject to any limitations of liability set forth in a controlling master agreement between the parties.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Project Order, together with any referenced attachments and change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any conflicting terms in purchase orders or other documents issued by Client are expressly superseded by this Project Order unless expressly accepted in writing by Contractor.

MISCELLANEOUS PROVISIONS

Notices under this Project Order shall be given in writing to the addresses below. If any provision of this Project Order is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Project Order without the other party's prior written consent, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all assets.

AUDIT AND RECORDS

Contractor shall retain records related to performance and invoicing for a period of three (3) years following final payment. Client, or its representative, shall have the right to inspect and audit such records upon reasonable notice during normal business hours.

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