Project Management Upwork Agreement

PROJECT MANAGEMENT UPWORK AGREEMENT

Project Identification

This Agreement is entered into as of (Effective Date) by and between Client Name: and Service Provider Name: . The Provider will perform project management services as set forth below and subject to the terms and conditions of this Agreement.

Scope of Work

Deliverables & Acceptance

Deliverable 1 — Title: Due Date:

Deliverable 2 — Title: Due Date:

Additional deliverables may be appended by Change Order executed by both parties. Acceptance occurs only when the Client has tested the deliverable against the Acceptance Criteria and provided written notice of acceptance or a written list of defects within calendar days of delivery.

Timeline & Milestones

Milestone 1 — Name: Target Date:

Milestone 2 — Name: Target Date:

Budget & Payment

Invoices submitted by the Provider are payable within days of receipt unless otherwise set forth in the Payment Schedule. Late payments accrue interest at a rate of on the outstanding balance.

Change Order Process

No change to the Scope, Deliverables, Timeline or Budget shall be effective unless documented in a written Change Order signed by authorized representatives of both parties. Change Orders shall include a description of the change, schedule impact, adjustment to fees, and revised acceptance criteria.

Confidentiality

Each party shall maintain in confidence all non-public information received from the other party in connection with this Agreement and shall not use such information except to perform its obligations under this Agreement. Confidentiality obligations shall continue for a period of following termination or expiration of this Agreement, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Intellectual Property

All work product created specifically for the Client under this Agreement shall be assigned to the Client upon full payment for the related deliverable. Provider retains ownership of pre-existing tools, templates and methodologies; Provider grants Client a perpetual, worldwide, non-exclusive license to use any Provider pre-existing materials embedded in the deliverables solely for Client’s internal use.

Warranties; Independent Contractor

Provider represents and warrants that (a) it will perform services in a professional and workmanlike manner consistent with industry standards; (b) it has the full right and authority to enter into this Agreement; and (c) performance will not infringe third-party rights. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS PARAGRAPH, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

The parties agree that Provider is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Provider is responsible for payment of all federal, state and local taxes arising from compensation paid under this Agreement.

Termination

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice. Upon termination, Client shall pay Provider for services performed and approved deliverables up to the termination date and for reasonable, non-cancellable expenses incurred prior to termination.

Indemnification & Limitation of Liability

Each party shall indemnify, defend and hold harmless the other from third-party claims resulting from its gross negligence or willful misconduct in connection with performance of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of the state of without regard to its conflicts of law rules. The parties shall attempt in good faith to resolve disputes through negotiation between senior representatives. If unresolved, disputes shall be resolved by binding arbitration conducted by a neutral arbitrator in the governing state, unless the parties mutually agree in writing to pursue alternative dispute resolution.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information set forth above or to updated contact information provided in writing. Notices are effective upon receipt.

Miscellaneous

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements. Any amendment must be in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remaining provisions shall remain in full force.

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