Project Management Support Services

PROJECT MANAGEMENT SUPPORT SERVICES AGREEMENT

This Project Management Support Services Agreement ("Agreement") is entered into between the parties identified below. The parties agree to the terms and conditions set forth in this document for the provision of project management support services as described in the Scope of Work.

Project Identification

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Scope of Work

The Service Provider will perform project management support services described below. Services include program governance, schedule and risk management, stakeholder coordination, status reporting, issue resolution facilitation, and delivery support as expressly stated.

Deliverables and Acceptance

Deliverables will be produced in accordance with the schedule below. Each deliverable will include acceptance criteria; acceptance requires the Client's written confirmation or failure to reject in accordance with the acceptance process described herein.

Acceptance Procedure: The Client will review each deliverable within days of delivery and provide written acceptance or detailed rejection citing deficiencies. Failure to reject within that period constitutes deemed acceptance.

Timeline & Milestones

Project Start Date:    Projected End Date:

Budget & Payment

Total Not-To-Exceed Fee: $

Invoices will be submitted by the Service Provider in accordance with the payment schedule. Unless otherwise agreed, Client shall pay approved invoices within days of receipt. Late payments may incur interest at the lesser of 1.5% per month or the maximum permitted by law.

All changes that impact scope, schedule, or fees must be documented in writing and approved by authorized representatives of both parties prior to commencement. Provider hourly rates for change work: $ per hour unless otherwise agreed.

Confidentiality

Each party acknowledges that it may receive Confidential Information from the other. "Confidential Information" means non-public information disclosed in connection with this Agreement. Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees and contractors who have a strict need to know, and (c) protect it with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that is or becomes publicly available through no breach by the receiving party, is rightfully received from a third party without restriction, or is independently developed.

Intellectual Property and Deliverable Ownership

Subject to Client's payment of all sums due, Provider assigns to Client all right, title and interest in and to deliverables specifically prepared for Client under this Agreement, excluding Provider pre-existing tools, methodologies, templates, and know-how, which remain Provider's sole property. Provider grants Client a perpetual, non-exclusive, worldwide license to any pre-existing materials embedded in deliverables to the extent necessary to use the deliverables for their intended purpose.

Warranties, Liability and Indemnity

Provider warrants that services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. Except for the express warranty in this paragraph, services are provided "AS IS" and Provider disclaims all other warranties. Each party's aggregate liability for direct damages arising out of or relating to this Agreement shall be limited to the total amount paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim. Neither party shall be liable for indirect, incidental, consequential, special, punitive, or exemplary damages. Provider will indemnify Client for third-party claims arising from Provider's gross negligence or willful misconduct.

Term and Termination

This Agreement commences on the Effective Date below and continues until completion of the services or earlier termination. Either party may terminate for material breach that remains uncured for days after written notice. Upon termination, Client will pay Provider for services performed and accepted deliverables through the termination date and any non-cancellable obligations.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree to negotiate in good faith to resolve disputes; if unresolved within 60 days, disputes shall be resolved by binding arbitration in the agreed jurisdiction unless a party seeks emergency equitable relief in a court of competent jurisdiction.

Representations and Authorities

Each party represents and warrants that (a) it has full power and authority to enter into this Agreement; (b) the person signing below is authorized to bind the party; and (c) entry into this Agreement does not violate any other agreement to which it is a party.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes prior negotiations and proposals. Amendments must be in writing and signed by authorized representatives of both parties. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.

Effective Date

Effective Date of Agreement:

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