Project Management SCEF Draft

PROJECT MANAGEMENT SCEF DRAFT

This Project Management SCEF Draft (the "SCEF") documents the Scope, Cost, Effort and Change Framework for the project identified below and represents the parties' mutual understanding pending final execution. Effective Date: .

Project Identification

Client Name:    Client Contact:

Service Provider:    Project Manager:

Scope of Work

Deliverables and Acceptance

Deliverable 1 Title:

Deliverable 2 Title:

Acceptance Procedure: Deliverables will be reviewed against the stated acceptance criteria. Client shall provide written notice of acceptance or detailed rejection with corrective actions within calendar days of delivery. Failure to issue rejection within such period will constitute acceptance unless otherwise agreed in writing.

Timeline & Milestones

Project Start Date:    Project End Date:

Date:    Responsible:

Date:    Responsible:

Date:    Responsible:

Budget, Payment & Change Order

All changes that affect scope, schedule or price must be documented in a written change order executed by both parties prior to implementation. The change order will set forth the scope change, estimated effort, cost impact, revised milestone dates and any required adjustments to acceptance criteria.

Confidentiality & Data Security

Each party agrees to maintain the confidentiality of the other's confidential information and to use such information only for performance under this SCEF. Confidential information shall not be disclosed except as required by law or with prior written consent. The parties shall implement reasonable technical and organizational measures to protect data in their custody.

Intellectual Property & Deliverables

Unless otherwise agreed in writing, deliverables created specifically for Client under this SCEF will be assigned to Client upon full payment. Provider retains ownership of pre-existing tools, templates and methodologies and grants Client a non-exclusive license to use such materials as incorporated in the deliverables solely for Client's internal business purposes.

Warranties, Liability & Indemnity

Each party warrants that it has the authority to enter into this SCEF and will perform in a professional manner consistent with industry standards. Except for breaches of confidentiality, willful misconduct or gross negligence, liability of either party for direct damages shall be limited to the total fees paid under this SCEF. Neither party shall be liable for consequential, incidental or punitive damages. Each party will indemnify the other for third-party claims arising from its breach of representations, willful misconduct or negligence.

Termination

This SCEF may be terminated for material breach upon thirty (30) days' written notice if the breach remains uncured. On termination, Provider shall deliver work in progress and Client shall pay for all work performed and approved efforts through the effective termination date.

Governing Law & Dispute Resolution

This SCEF shall be governed by the laws of the jurisdiction identified below. The parties shall attempt in good faith to resolve disputes through negotiation prior to initiating formal dispute resolution.

Notices

Notices under this SCEF shall be delivered to the addresses above by hand, courier, or certified mail and are effective upon receipt.

Approvals & Certifications

The undersigned represent and warrant that they have the authority to enter into this SCEF on behalf of the respective parties and that the information contained herein is true and accurate to the best of their knowledge.

Client hereby acknowledges receipt of this SCEF Draft and certifies that the individuals signing below are authorized to bind Client:    Service Provider hereby certifies the same for Provider:

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