Project Management Signage Operation Support

PROJECT MANAGEMENT SIGNAGE OPERATION SUPPORT

Project Identification

Project ID:    Effective Date:

Recitals and Purpose

This Project Management Signage Operation Support Agreement (the "Agreement") documents the responsibilities, deliverables, schedule and commercial terms under which the Service Provider will perform operational management, maintenance, and project coordination for signage systems and related infrastructure for the Client. The parties acknowledge that the Service Provider will act as coordinator of signage operations, including incident response, routine maintenance, schedule coordination, and administrative reporting as set forth below.

Scope of Work

The Service Provider will perform the following activities in connection with signage operation support. Tasks, frequencies and outputs are described and are not exhaustive unless expressly stated.

Deliverables and Acceptance Criteria

Each deliverable will include an acceptance test. Acceptance occurs when the Client issues written acceptance or fails to reject the deliverable within the acceptance period following delivery.

Timeline and Milestones

Project Start Date:    Project End Date:

Budget and Payment Terms

The parties agree the financial terms are as follows. All amounts are exclusive of applicable taxes unless expressly stated.

Change Order Process

All changes to scope, schedule or cost must be documented via written change order and approved by authorized representatives of both parties prior to execution of the changed work. Emergency work necessary to protect safety or prevent material damage shall be initiated immediately and documented within two business days.

Operational Service Levels

Service Provider will meet the following minimum service levels unless otherwise negotiated in writing:

Roles, Responsibilities and Reporting

Each party shall perform the responsibilities assigned below and provide required reporting. Failure to provide timely inputs may affect schedule and outcomes.

Assumptions and Constraints

Confidentiality

Each party shall maintain in confidence all non-public information disclosed in connection with this Agreement and shall not disclose such information except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential information excludes information that is publicly known without breach of this Agreement or lawfully obtained from a third party.

Client acknowledges confidentiality obligations:

Warranties, Liability and Indemnification

Service Provider warrants that services will be performed in a professional manner consistent with customary industry practice. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS PARAGRAPH, SERVICES ARE PROVIDED "AS IS" AND THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW. Each party shall indemnify the other for third-party claims arising from its gross negligence or willful misconduct in connection with this Agreement. Neither party's aggregate liability for direct damages shall exceed the total fees paid under this Agreement in the preceding twelve months, except for liability arising from gross negligence, willful misconduct, or breach of confidentiality.

Insurance

Service Provider shall maintain commercial general liability and professional liability insurance appropriate to the services provided and upon Client request shall provide certificates evidencing such coverage.

Termination

Either party may terminate this Agreement for material breach if the breach remains uncured thirty (30) days after written notice. Termination for convenience by the Client requires thirty (30) days' prior written notice and payment for all work performed and reasonable wind-down costs.

Notice period for termination (days):

Dispute Resolution and Governing Law

The parties agree to first attempt to resolve disputes through good-faith negotiations between senior representatives. If unresolved within forty-five (45) days, disputes shall be resolved by binding arbitration conducted in the governing jurisdiction selected below. This Agreement shall be governed by the substantive laws of the chosen jurisdiction without regard to conflict of law principles.

Acceptance Procedure

Deliverables will be submitted in writing. The Client shall accept or provide written rejection specifying defects within the acceptance period. If no written response is provided within the acceptance period, the deliverable will be deemed accepted.

Acceptance period (days):

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements. Amendments must be in writing and signed by authorized representatives of both parties. If any provision is found invalid, the remainder will continue in full force and effect.

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