Project Management Salesforce Project

PROJECT MANAGEMENT SALESFORCE PROJECT AGREEMENT

This Project Management Salesforce Project Agreement ("Agreement") is entered into as of Effective Date: by and between:

Parties

WHEREAS

WHEREAS, Client desires to engage Contractor to perform project management, configuration, and implementation services related to Client's Salesforce environment (the "Project"), including but not limited to requirements gathering, configuration, data migration coordination, testing oversight, and deployment assistance; and

WHEREAS, Contractor represents that it has the necessary experience and personnel to perform the Project management and Salesforce-specific services described in this Agreement and will exercise professional skill and care in performing such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which the services will be provided.

Scope of Work

Contractor shall provide project management and Salesforce implementation services as described below. Contractor's responsibilities include project planning, milestone management, stakeholder coordination, risk management, vendor oversight, and supervision of technical tasks performed by implementation teams.

Payment Terms

Client agrees to pay Contractor for services performed under this Agreement in accordance with the following terms.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written Notice Period (days): days' written notice to the other party. Either party may terminate for material breach if the breach is not cured within Cure Period (days): days following written notice of the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by a party relating to business operations, technical data, customer data, Salesforce configuration details, and other proprietary information. Each recipient shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

Intellectual Property

Contractor shall retain ownership of its pre-existing intellectual property and tools ("Background IP"). All Work Product specifically created for Client under this Agreement, including configuration artifacts, process documentation, and deliverables related to the Salesforce Project, shall be assigned to Client upon full payment for the applicable Work Product. Contractor hereby irrevocably assigns to Client all right, title and interest in such Work Product, subject to Contractor's ownership of Background IP. Contractor grants Client a perpetual, worldwide, royalty-free license to any Contractor Background IP incorporated into Work Product to the extent necessary for Client to use the Work Product.

Data Security and Access

Contractor shall implement and maintain reasonable administrative, technical, and physical safeguards to protect Client Data, including credentials and configuration details relating to Client's Salesforce environment. Contractor shall not extract, copy or reuse Client Data except as necessary to perform the Project. Contractor shall follow Client's reasonable access control procedures and promptly report any unauthorized access or security incident affecting Client Data.

Change Orders

Any material change to the Scope of Work, schedule, or price must be documented in a written change order signed by authorized representatives of both parties ("Change Order"). Change Orders will specify the change, any adjustment to fees or schedule, and any additional acceptance criteria.

Acceptance and Deliverables

Deliverables will be submitted to Client and are subject to Client acceptance testing for Acceptance Period (days): days. If Client does not provide written notice of rejection during the Acceptance Period, the deliverable will be deemed accepted.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, each party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement. In no event shall either party be liable for consequential, incidental, special, or punitive damages.

Indemnification

Each party agrees to indemnify, defend and hold harmless the other party from any third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct, provided that the indemnified party gives prompt written notice of the claim and cooperates in the defense.

Governing Law

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

Entire Agreement

This Agreement, including any executed Change Orders and exhibits, constitutes the entire agreement between the parties with respect to the Project and supersedes all prior or contemporaneous oral or written agreements, proposals, or communications. No modification shall be effective unless in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice to the other.

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