Project Management Tech Lead Agreement

PROJECT MANAGEMENT TECH LEAD AGREEMENT

This Project Management Tech Lead Agreement (the Agreement) is entered into between the parties identified below for the provision of technical leadership, project management, and delivery oversight services for the Project identified herein. Effective Date:

Project Identification

Scope of Work

The Service Provider shall perform the following services and responsibilities as Tech Lead and Project Manager for the Project. Services will be performed in a professional manner consistent with industry standards and the timelines set forth in this Agreement.

Deliverables and Acceptance

Deliverables will be produced, submitted for review, and accepted according to the criteria below. Acceptance shall be deemed to occur when the Client provides written acceptance or fails to notify the Provider of rejection within seven (7) business days following delivery, unless otherwise agreed in writing.

Timeline & Milestones

The Project shall proceed in accordance with the schedule below. Dates provided are estimates and subject to change only by written amendment or approved change order.

Budget & Payment

Billing Method:

Confidentiality

Each party shall maintain the confidentiality of the other party's Confidential Information and shall not disclose such information except to employees or contractors on a need-to-know basis and who are bound by confidentiality obligations no less restrictive than those set forth herein. Confidential Information does not include information that is or becomes publicly available through no breach by the receiving party, or that is independently developed without use of the disclosing party’s Confidential Information.

Intellectual Property & Work Product

Unless otherwise agreed in writing, all original work product specifically created for the Client under this Agreement shall be assigned to the Client upon full payment. The Service Provider retains ownership of pre-existing tools, methodologies, templates and general know-how, and grants the Client a limited, non-exclusive, royalty-free license to use those materials insofar as incorporated in the deliverables.

Warranties; Limitation of Liability; Indemnification

The Service Provider warrants that services will be performed with reasonable skill and care consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID TO THE SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. Each party shall indemnify and hold harmless the other from third-party claims resulting from its gross negligence or willful misconduct in connection with this Agreement.

Termination

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within thirty (30) days after written notice. Upon termination, Client shall pay the Service Provider for all services performed and reimbursable expenses incurred up to the effective date of termination and for any non-cancelable commitments made in connection with the performance of the services.

Acceptance Testing & Performance

Acceptance testing procedures and criteria shall be defined in writing for each deliverable. Unless otherwise specified in writing, a deliverable is accepted when the Client either provides written acceptance or does not provide written rejection specifying deficiencies within seven (7) business days of delivery. The Provider shall correct valid deficiencies identified during the acceptance period at no additional charge.

Reporting, Meetings & Client Responsibilities

The Tech Lead will provide regular status reports and participate in scheduled meetings as set forth in the Scope of Work. The Client shall provide timely access to information, decision-makers, environments, and any resources reasonably necessary for the Provider to perform the services. Delays caused by Client’s failure to provide such items may result in schedule adjustments and additional charges.

Force Majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, labor disputes, governmental actions, cyber incidents, or other force majeure events. A party affected by force majeure will provide prompt notice and use reasonable efforts to resume performance.

Governing Law

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, courier, or certified mail.

The parties represent and warrant that they have the authority to enter into this Agreement and that the persons signing below are authorized to bind their respective organizations.

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