Project Management Projects

PROJECT MANAGEMENT SERVICES AGREEMENT

This Project Management Services Agreement (the Agreement) is made effective as of by and between Client Name: and Service Provider Name: (each a Party and together the Parties).

WHEREAS

WHEREAS, Client requires professional project management services to plan, coordinate, monitor and report on Projects described herein; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources to perform such services in accordance with accepted industry standards; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will provide project management services for the Projects identified in this Agreement.

1. SCOPE OF WORK

Milestone 1 Description: Due Date:

Milestone 2 Description: Due Date:

Milestone 3 Description: Due Date:

2. PAYMENT TERMS

Invoices shall be due within days of invoice date. Late payments shall accrue interest at % per month on the outstanding balance, or the maximum permitted by law, whichever is less.

3. TERM AND TERMINATION

The Term of this Agreement shall commence on and terminate on unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate for material breach if the breach is not cured within 30 days of written notice of such breach.

4. CONFIDENTIALITY

Each Party acknowledges that in the course of performance it may receive Confidential Information of the other Party. "Confidential Information" means non-public business, technical or financial information disclosed in any form. Each Party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information; (b) not disclose Confidential Information to third parties except as expressly permitted; and (c) use Confidential Information solely to perform obligations under this Agreement.

Confidentiality obligations shall survive termination for years, except for trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement, (b) is received from a third party without restriction, or (c) is independently developed without use of the other Party's Confidential Information.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Client shall retain ownership of pre-existing Client materials and any deliverables upon full payment. Service Provider grants Client a perpetual, non-exclusive, worldwide license to use any Service Provider pre-existing materials incorporated in deliverables solely to the extent necessary for Client's use of the deliverables. Service Provider retains the right to use general knowledge, skills and experience acquired during the engagement.

6. CHANGE ORDERS

Changes to Scope, Budget or Schedule shall be documented in a written change order signed by both Parties. The change order shall describe the change, adjustments to fees or schedule, and any modifications to acceptance criteria.

7. INDEPENDENT CONTRACTOR; INSURANCE

Service Provider is an independent contractor and not an employee, partner or agent of Client. Service Provider shall be responsible for withholding taxes and providing insurance as required by law and industry practice. Upon request, Service Provider shall provide certificates evidencing commercial general liability and professional liability insurance appropriate to the Project.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from third-party claims arising out of its gross negligence or willful misconduct. Except for willful misconduct or indemnity obligations, neither Party shall be liable to the other for incidental, consequential or punitive damages. The aggregate liability of either Party for claims arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve months preceding the claim.

9. 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 rules.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any executed change orders and attachments, constitutes the entire agreement between the Parties with respect to the Project and supersedes all prior proposals, negotiations and agreements. Any amendment must be in writing and signed by authorized representatives of both Parties.

11. NOTICES

12. MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Headings are for convenience only and shall not affect interpretation. The Parties agree to execute further documents necessary to give effect to the terms of this Agreement.

Parties represent and warrant that the individuals signing below are authorized to bind the respective Party to the terms of this Agreement.

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