Project Management Titan Project

PROJECT MANAGEMENT TITAN PROJECT AGREEMENT

This General Business Agreement (the Agreement) is entered into effective as of by and between Client Name: with address and Service Provider Name: , with address .

RECITALS

WHEREAS, Client desires to engage Service Provider to perform project management and related services in connection with the Project Management Titan Project, and Service Provider has represented that it has the necessary expertise and resources to perform such services under the terms set forth herein.

WHEREAS, the parties wish to set forth the scope, payment terms, schedule, confidentiality obligations, and other terms governing the relationship between the parties.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall provide project management services for the Project Management Titan Project as described below. Services shall include planning, scheduling, resource coordination, risk management, status reporting, procurement oversight, and other tasks reasonably necessary to complete the project consistent with the agreed deliverables.

2. PAYMENT TERMS

Client shall pay Service Provider the fees set forth in this section in exchange for the services performed under this Agreement. Unless otherwise stated, all amounts are stated in U.S. dollars.

Invoices shall be rendered in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client must pay undisputed invoices within days of invoice date.

Late payments shall accrue interest at the lesser of (i) a rate of percent per month on the outstanding balance, or (ii) the maximum rate permitted by applicable law. In addition to interest, Service Provider may suspend performance if invoices remain unpaid more than days after notification.

3. TERM AND TERMINATION

This Agreement commences on the Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach. Either party may terminate for convenience upon giving the notice period set forth above. Termination does not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by one party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally, visually, in writing, or electronically, 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 includes, without limitation, business plans, financial data, customer lists, technical designs, prototypes, source code, and pricing.

The Receiving Party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event 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 its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) is rightfully received from a third party without restriction; (c) was known to the Receiving Party prior to disclosure by the Disclosing Party; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Upon written request or upon termination of this Agreement, the Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all work product, deliverables, reports, and materials prepared by Service Provider specifically for Client under this Agreement (collectively, Work Product) shall be the sole and exclusive property of Client upon full payment of amounts due hereunder. Service Provider retains ownership of its pre-existing materials, tools, methodologies, and general know-how. To the extent Service Provider incorporates pre-existing materials into Work Product, Service Provider grants Client a perpetual, non-exclusive, royalty-free license to use such materials as incorporated in the Work Product.

6. REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the full right, power and authority to enter into and perform this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR REVENUE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any dispute arising out of or related to this Agreement shall be resolved exclusively in the state or federal courts located in that state, and each party consents to the jurisdiction and venue of those courts.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments 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. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

9. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

CONTACTS FOR NOTICES

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