Project Management Subscription Agreement

PROJECT MANAGEMENT SUBSCRIPTION AGREEMENT

This Project Management Subscription Agreement (the Agreement) is entered into as of (Effective Date) by and between the parties identified below.

Parties

Project Identification

Project Title:    Project ID:

Subscription Term and Renewal

Subscription Term: This Agreement commences on the Effective Date and continues for a period of unless earlier terminated in accordance with this Agreement.

Automatic Renewal: The subscription will automatically renew for subsequent renewal periods of the same length unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Scope of Work

Provider will perform project management services as described below. Services shall include but are not limited to planning, scheduling, resource coordination, risk management, status reporting, stakeholder communication, and change control administration.

Deliverables and Acceptance

The Provider shall deliver the items described below. Each deliverable will be subject to the acceptance criteria stated.

Due Date:

Due Date:

Timeline and Milestones

Project Start Date:    Project End Date (estimated):

Fees, Invoicing and Payment

Client agrees to pay Provider the subscription fees specified below in consideration for the services and deliverables described herein.

Invoice Frequency: Monthly Milestone-based Upon completion of deliverables

Late Payment: Unpaid amounts past due more than days will accrue interest at a rate of or the maximum permitted by law, whichever is less.

Change Order Process

All requests for changes to scope, schedule, or fees shall be documented and approved through a written change order executed by authorized representatives of both parties. No change is effective until such change order is signed.

Confidentiality

Each party acknowledges that in performing under this Agreement it may receive Confidential Information of the other party. Confidential Information includes all non-public business, technical and financial information disclosed in any form. Each party will: (a) use Confidential Information only to perform its obligations or exercise rights under this Agreement; (b) restrict disclosure to employees, contractors and agents who need to know and are bound by confidentiality obligations no less protective than this Agreement; and (c) protect the Confidential Information with no less than a reasonable standard of care. Confidential Information does not include information that is publicly available through no breach by the recipient, lawfully received from a third party without obligation of confidentiality, independently developed, or required to be disclosed by law, provided notice is given to the disclosing party where legally permitted.

Intellectual Property and Work Product

Unless expressly set forth otherwise in a written exhibit, Provider retains ownership of its background intellectual property. Client shall have a perpetual, worldwide, non-exclusive license to any deliverable materials specifically created for Client under this Agreement upon payment in full. Provider represents that deliverables will not infringe third-party rights, and Provider will assign or license necessary rights to enable Client’s use for the intended business purpose.

Data Protection and Security

Each party will comply with applicable data protection laws in connection with processing personal data. Provider will implement commercially reasonable administrative, technical and physical safeguards to protect Client data. Provider will notify Client promptly upon becoming aware of any security breach compromising Client data and will cooperate in remediation efforts.

Termination

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice. Provider may suspend performance for nonpayment after a ten (10) day notice period. Upon termination, Client will pay for all services performed and non-cancellable commitments incurred through the effective date of termination.

Limitation of Liability; Indemnification

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party will be liable to the other for indirect, incidental, special, consequential or punitive damages, including lost profits. Provider’s aggregate liability for claims arising under this Agreement will not exceed the total fees paid by Client to Provider in the twelve (12) months preceding the claim. Each party agrees to indemnify and hold harmless the other party from third-party claims arising from its breach of this Agreement, negligence, or willful misconduct.

Governing Law and Dispute Resolution

This Agreement will be governed by the laws of without regard to conflicts of law principles. The parties will attempt to resolve disputes in good faith. If unresolved, disputes will be submitted to binding arbitration or litigation as specified herein: the parties agree that the exclusive forum will be as set forth in an applicable arbitration or forum selection clause mutually executed by the parties.

Notices

All notices required or permitted under this Agreement must be sent to the contacts below and are effective upon receipt.

General Provisions

Entire Agreement: This Agreement, including any exhibits or change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Acknowledgment

Each party represents and warrants that it has the corporate power and authority to enter into this Agreement, that the person signing has been duly authorized to sign, and that the obligations hereunder are binding and enforceable against such party.

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