Project Management Service Execution Guide

PROJECT MANAGEMENT SERVICE EXECUTION GUIDE

This Project Management Service Execution Guide (the Guide) documents the scope, deliverables, governance, schedule, payment terms and execution procedures agreed between the parties below. Client Name: ; Service Provider Name: ; Effective Date:

Project Identification

Scope of Work

The Service Provider will perform professional project management services as described below. The work shall be performed in accordance with the milestones, acceptance criteria and change control procedures set out in this Guide.

Deliverables and Acceptance

Deliverables shall be produced and accepted according to the acceptance criteria specified. Acceptance shall be by written sign-off or documented electronic approval from the Client's authorized representative.

Due Date:

Due Date:

Timeline and Milestones

Target Date:

Target Date:

Roles, Responsibilities & Governance

The parties will operate under the following governance structure and responsibilities. The Service Provider is responsible for day-to-day project management, schedule adherence, risk tracking and reporting. The Client is responsible for timely approvals, provision of access to systems and subject matter experts.

Quality Assurance & Acceptance Testing

The Service Provider will maintain quality controls and perform acceptance testing in accordance with the acceptance criteria. Defects discovered during acceptance testing shall be recorded, prioritized and remediated according to the defect severity levels described below.

Change Control Procedure

All changes to scope, schedule or budget shall be managed through a written change order executed by authorized representatives of both parties. A requested change will be documented by the initiating party, assessed for impact by the Service Provider, and presented to the Client with estimated cost and schedule impact. No change shall be binding until a written change order is signed.

Budget, Fees & Payment Schedule

Confidentiality

Each party shall maintain the confidentiality of the other party's Confidential Information and shall not disclose such information except to employees, agents or subcontractors with a need to know and who are bound to confidentiality obligations at least as protective as those set forth herein. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, independently developed without use of Confidential Information, or lawfully received from a third party without restriction.

Intellectual Property

Subject to payment in full of all fees due under this Guide, the Service Provider assigns to the Client all right, title and interest in and to Work Product created specifically for the Client under this Guide. The Service Provider retains ownership of its pre-existing materials, tools, methodologies, know-how and intellectual property; Client is granted a perpetual, non-exclusive license to use such pre-existing items only to the extent incorporated in the delivered Work Product.

Liability, Indemnification & Insurance

Each party shall indemnify the other for claims arising from its negligent acts or willful misconduct in connection with the performance of this Guide. The Service Provider's aggregate liability for direct damages arising from this Guide shall not exceed the total amount of fees paid by the Client under this Guide during the six (6) months preceding the claim. Neither party shall be liable for incidental, consequential or punitive damages except for claims arising from gross negligence, willful misconduct or breach of confidentiality.

Termination

This Guide may be terminated by either party for material breach if the breach is not cured within the notice period specified below. Upon termination, the Service Provider shall deliver all Work Product completed to date and Client shall pay for services performed and non-cancellable commitments incurred through the effective date of termination.

Governing Law

This Guide shall be governed by and construed in accordance with the laws of the State indicated below, without regard to conflict-of-law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Guide, except where mandatory jurisdictional rules require otherwise.

Miscellaneous

This Guide, together with any referenced statements of work or signed change orders, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes prior agreements and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

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