Project Management WBS Document

PROJECT MANAGEMENT WORK BREAKDOWN STRUCTURE (WBS) AGREEMENT

Effective Date:   Project Name:

RECITALS (WHEREAS)

WHEREAS, Client Name: (the "Client") desires to procure project management and Work Breakdown Structure (WBS) services for the Project identified above;

WHEREAS, Contractor Name: (the "Contractor") represents that it has the expertise, personnel, and resources to develop, maintain, and manage the WBS and related deliverables for the Project; and

WHEREAS, the parties wish to set forth the scope, deliverables, schedule, payment terms, and other terms governing development and control of the WBS below.

SCOPE OF WORK

The Contractor shall develop, document, and maintain a comprehensive Work Breakdown Structure (WBS) for the Project, including task decomposition, task owners, schedule estimates, dependencies, and acceptance criteria. The WBS shall be delivered in the formats agreed between the parties and shall conform to industry-standard WBS conventions.

The Contractor will maintain version control for the WBS, document revisions with change reason and author, and obtain written acceptance from the Client for major WBS revisions as set forth in the change control procedures. Acceptance by Client of WBS deliverables shall not constitute acceptance of final Project performance beyond the scope of the WBS deliverables accepted.

WORK BREAKDOWN STRUCTURE ENTRIES

Enter primary WBS elements and associated schedule information. Provide additional attachments as needed.

For additional WBS elements beyond those listed above, the Contractor shall provide an attachment that enumerates each element in the same format and maintain a master WBS log to be provided to the Client upon request.

PAYMENT TERMS

Compensation for WBS development and management services will be paid as follows.

All payments are due within the number of days specified in the Payment Schedule following receipt of a properly documented invoice. If Client disputes any portion of an invoice, Client shall notify Contractor in writing within ten (10) business days specifying the disputed amounts and reasons; undisputed portions shall remain payable.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues 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 such breach remains uncured for the notice period specified above following written notice. Termination for convenience by the Client requires the Client to provide the notice period and to compensate the Contractor for all work performed through the effective date of termination plus reasonable wind-down costs as set forth in the Payment Schedule.

CONFIDENTIALITY

Each party (the "Recipient") shall keep confidential and not disclose to any third party any confidential information of the other party (the "Discloser") disclosed in connection with this Agreement, including but not limited to the WBS, project plans, cost estimates, proprietary methodologies, and business information. Confidential information shall not include information that (i) is or becomes generally available to the public through no breach by Recipient, (ii) was lawfully known to Recipient prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by Recipient without use of Discloser's confidential information.

Recipient shall protect Discloser's confidential information with at least the same degree of care it uses to protect its own confidential information, but in no event with less than reasonable care. Disclosure required by law or valid legal process is permitted provided Recipient gives Discloser prompt written notice and cooperates with Discloser to seek protective measures.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Venue for any dispute arising under this Agreement shall be the state or federal courts located in that jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any attachments, schedules, and the WBS documents delivered pursuant to this Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification shall be binding unless in writing and signed by duly authorized representatives of both parties.

ADDITIONAL PROVISIONS

Contractor warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CONTRACTOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. Neither party shall be liable to the other for consequential, incidental, special, or punitive damages, except for breaches of confidentiality or willful misconduct.

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