Project Management Terms and Conditions

PROJECT MANAGEMENT TERMS AND CONDITIONS

Project Identification

Scope of Work

The Service Provider shall perform project management services as described below. Services include planning, scheduling, resource coordination, risk management, stakeholder reporting, and delivery coordination. The scope shall be limited to the tasks expressly enumerated in the Scope of Work field and any written change orders executed under the Change Order process.

Deliverables and Acceptance

The Service Provider shall deliver the specified deliverables. Each deliverable must include acceptance criteria. Client shall provide written acceptance or rejection within the acceptance period following delivery.

Proposed delivery date:

Proposed delivery date:

Timeline & Milestones

The parties acknowledge the importance of timely performance. The Service Provider will use commercially reasonable efforts to meet milestones set forth below. Any changes to milestones must be executed through the Change Order Process.

Due date: — Acceptance window (days):

Due date: — Acceptance window (days):

Budget & Payment

Fees for the services provided under this agreement shall be as set forth below. All payments are due in accordance with the Payment Schedule. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

Billing method: Fixed Price Time & Materials

Change Order Process

Any change to scope, schedule, or fees must be documented in a written change order signed by authorized representatives of both parties. Change orders shall specify changes, impacts to price and schedule, and any additional acceptance criteria.

Confidentiality

Each party shall maintain in confidence all Confidential Information disclosed by the other party. Confidential Information excludes information that is publicly known, rightfully received without obligation of confidentiality, or independently developed. The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall restrict disclosure to those employees and subcontractors with a need to know and bound by confidentiality obligations no less protective than those herein.

Confidentiality obligation duration: years after termination or expiration of this Agreement.

Intellectual Property

Unless otherwise agreed in writing, the Service Provider grants to the Client a non-exclusive, perpetual license to use deliverables for the Client’s internal business purposes upon full payment. The Service Provider retains ownership of pre-existing tools, methodologies, processes, and intellectual property. Any bespoke work product paid for in full and delivered shall become the Client’s property, subject to the license retained by the Service Provider for pre-existing components incorporated therein.

Warranties; Liability; Indemnity

The Service Provider warrants that services will be performed with reasonable skill and care in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING, SERVICES ARE PROVIDED \"AS IS\" AND THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Each party agrees to indemnify and hold harmless the other from third-party claims arising from the indemnifying party’s gross negligence or willful misconduct. In no event shall either party’s aggregate liability for direct damages exceed the total fees paid by the Client to the Service Provider under this Agreement during the 12 months preceding the claim. Neither party shall be liable for consequential, incidental, or punitive damages.

Termination

Either party may terminate this Agreement for material breach that remains uncured for thirty (30) days after written notice. The Client may terminate for convenience upon thirty (30) days’ written notice and payment for work performed and approved expenses through the effective date of termination. Termination shall not affect rights or obligations accrued prior to termination.

Force Majeure

Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, acts of government, labor disputes, or similar events, provided such party gives prompt written notice and uses commercially reasonable efforts to resume performance.

Insurance

The Service Provider shall maintain commercial general liability and professional liability insurance in amounts reasonable for the scope of work. Upon request, the Service Provider shall furnish certificates of insurance evidencing coverage.

Governing Law

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

Acceptance Certification

The Client shall inspect delivered work within the acceptance period specified for each deliverable. If Client does not provide written rejection during the acceptance period, the deliverable shall be deemed accepted. Rejected deliverables must be returned with written reasons and the Service Provider shall use commercially reasonable efforts to correct nonconformities.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes prior negotiations and agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remainder shall remain in effect.

By signing below, the parties acknowledge they have read, understand, and agree to be bound by these Terms and Conditions.

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