Project Management System Document

PROJECT MANAGEMENT SYSTEM DOCUMENT

Parties and Recitals

This Agreement is entered into between Service Provider: and Client Name: (together, the "Parties").

WHEREAS, the Service Provider maintains and operates a project management system and related services intended to manage, track, and report on project work, resources, schedules, and deliverables for clients; and

WHEREAS, the Client desires to engage the Service Provider to implement, configure, and provide ongoing operational support for the project management system for the Project identified below, and the Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement.

WHEREAS, the Parties intend for this document to set forth the scope, payment terms, confidentiality obligations, and other essential terms governing the relationship with respect to the Project Management System.

Effective Date and Project Identification

Effective Date: . Project Title: . Project Reference or ID:

Scope of Work

The Service Provider shall perform the following services in connection with the Project Management System. The description below is intended to define required deliverables, acceptance criteria, and key activities.

Payment Terms

The Client shall pay the Service Provider for services rendered as set forth below. All amounts are in U.S. dollars unless otherwise stated.

Overdue amounts shall accrue interest at the lesser of the maximum rate permitted by law or , and the Client shall also be responsible for reasonable costs of collection, including attorney fees.

Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for convenience by providing the other Party with written notice no fewer than days prior to the intended termination date. Either Party may terminate immediately for cause if the other Party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, the Client shall pay for all services performed and expenses incurred through the effective date of termination and shall return or destroy Confidential Information as required below.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one Party to the other, whether in written, electronic, or oral form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without breach of an obligation of confidentiality; (c) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information; or (d) is required to be disclosed by applicable law, regulation, or court order, provided the receiving Party gives prompt notice to the disclosing Party to permit protective measures.

The receiving Party shall: (i) protect the disclosing Party's Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

Intellectual Property and Data

Unless otherwise agreed in writing, the Service Provider retains all rights, title, and interest in and to its preexisting intellectual property, including software, tools, templates, and methodologies. The Client shall retain ownership of Client-provided materials and underlying project data. The Parties shall negotiate and document any license or transfer of deliverable-specific intellectual property in a separate exhibit if required.

Notices

Representations and Warranties; Liability

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. The Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION, THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

The Parties' aggregate liability to each other arising out of or relating to this Agreement shall be limited to direct damages not to exceed the total amount paid by the Client to the Service Provider under this Agreement during the preceding twelve (12) months. Neither Party shall be liable for consequential, incidental, punitive, or special damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, 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 oral or written. No amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both Parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties are independent contractors and nothing in this Agreement creates an employment, joint venture, or agency relationship. All notices required under this Agreement shall be given in writing to the addresses specified above.

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