Project Management System Enhancement

Project Management System Enhancement

Project Identification

Scope of Work

The Service Provider shall perform enhancement services to the Client's project management system as set forth below. Services include analysis, design, development, testing, deployment, and knowledge transfer necessary to achieve the Deliverables. All services will be performed in a professional manner consistent with industry standards.

Deliverables and Acceptance Criteria

Each deliverable must be accepted in writing by the Client in accordance with the acceptance procedures set forth below. The Service Provider shall provide required documentation and test results with each deliverable.

Due Date:

Due Date:

Timeline and Milestones

The parties agree to the following schedule. All dates are target dates. Changes to milestone dates require written approval per the Change Order Process.

Planned Start Date:   Planned End Date:

Due Date:   Responsible:

Due Date:   Responsible:

Due Date:   Responsible:

Budget and Payment

The Client shall pay the Service Provider in accordance with the schedule below. All amounts are exclusive of taxes unless otherwise stated. Disputed amounts will not relieve the Client of the obligation to pay undisputed amounts.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client agrees to reimburse reasonable costs of collection, including attorney fees.

Change Order Process

All changes to scope, schedule, or price must be documented in a written Change Order signed by authorized representatives of both parties. The Change Order shall describe the change, the effect on price and schedule, and any adjustments to acceptance criteria. Work performed without a signed Change Order is not billable except where emergency work is authorized in writing.

Confidentiality

Each party shall treat as confidential all non-public information obtained from the other party in connection with this Agreement. Confidential information may only be used to perform obligations under this Agreement and shall not be disclosed except to employees, contractors, or advisors who have a need to know and who are bound to confidentiality obligations at least as protective as those contained herein. These obligations survive termination for a period of three (3) years, except for trade secrets where protection extends as long as permitted by law.

Acceptance Testing and Warranty

The Service Provider shall deliver test plans and execute acceptance testing with the Client. Acceptance occurs upon written sign-off or failure to provide documented rejection within ten (10) business days after delivery. The Service Provider warrants that Deliverables will materially conform to the agreed acceptance criteria for a period of ninety (90) days after acceptance. During the warranty period, the Service Provider shall remedy defects at no additional charge.

Liability and Insurance

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, or punitive damages. Each party shall maintain commercial general liability insurance and professional liability insurance appropriate to the services provided and shall provide certificates upon reasonable request.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation prior to initiating litigation; if litigation is necessary, the courts located in the selected state shall have jurisdiction.

Notices

All formal notices under this Agreement shall be in writing and sent to the addresses specified below or to such other address as either party may designate in writing.

Miscellaneous

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions and agreements. Amendments must be in writing and executed by authorized representatives of both parties. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

Service Provider Entity Type

Indicate legal form of Service Provider (check all that apply).

Corporation
Limited Liability Company (LLC)
Sole Proprietor
Other (describe below)

Acknowledgement

By signing below, each party represents and warrants that it has the authority to enter into this Agreement, that the information provided in this document is true and correct, and that the signatory is an authorized representative of the respective party.

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