Project Management Scope Sheet

PROJECT MANAGEMENT SCOPE SHEET

This Project Management Scope Sheet (the "Scope Sheet") is entered into between Client Name: and Provider Name: for the project identified below. This Scope Sheet sets out the parties' mutual understandings and obligations with respect to the services described herein.

WHEREAS

WHEREAS, Client requires project management services to plan, coordinate and oversee the execution of the Project; and

WHEREAS, Provider represents that it has the necessary expertise, personnel and resources to perform the project management services described in this Scope Sheet; and

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree to the terms below.

PROJECT IDENTIFICATION

SCOPE OF WORK

Provider shall furnish professional project management services including, but not limited to: project planning, schedule management, resource coordination, risk identification and mitigation, status reporting, stakeholder communication and closeout activities. Specific responsibilities and exclusions are further described below.

MILESTONES

The parties agree the Project will proceed according to the following initial milestone plan. Dates are target dates and are subject to change in accordance with the Change Control procedure described in this Scope Sheet.

PAYMENT TERMS

Client shall pay Provider the fees described below in full for the services performed under this Scope Sheet. All fees are exclusive of applicable taxes unless otherwise stated.

If any undisputed invoice is not paid within days of its due date, Client shall pay interest at the lesser of (a) per month or (b) the maximum rate permitted by law, plus reasonable collection costs.

TERM AND TERMINATION

Either party may terminate this Scope Sheet for convenience upon days' prior written notice to the other party. Termination for cause may be effected immediately by the non-breaching party where a material breach remains uncured for days following written notice. Upon termination, Client will pay Provider for all services performed and expenses incurred through the effective date of termination and any non-cancellable commitments made in connection with the Project.

CONFIDENTIALITY

Each party acknowledges that during the performance of the services it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial or other information that is marked confidential or that a reasonable person would understand to be confidential. Each party agrees (a) to protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, (b) not to use Confidential Information except to perform its obligations under this Scope Sheet, and (c) not to disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

The obligations of confidentiality shall not apply to information which (i) is or becomes publicly available through no fault of the recipient, (ii) was lawfully in the recipient's possession prior to receipt from the disclosing party, (iii) is independently developed by the recipient without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by law or valid legal process, provided that the recipient provides prompt notice to the disclosing party to enable it to seek protective measures.

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

CHANGE CONTROL

Any change to the Scope of Work, schedule, deliverables or fees shall be documented in a written change order signed by authorized representatives of both parties. Provider shall not be required to perform any additional work absent such a signed change order, and any change may result in an equitable adjustment to price and schedule.

GOVERNING LAW

This Scope Sheet shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Scope Sheet.

ENTIRE AGREEMENT

This Scope Sheet, together with any applicable Master Services Agreement, exhibits and signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or waiver of any provision of this Scope Sheet shall be effective unless in writing and signed by both parties.

NOTICES AND CONTACTS

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