Project Milestone Template

PROJECT MILESTONE TEMPLATE

Parties and Project

Client Name:

Contractor Name:

Project Title:

Effective Date:

Recitals (WHEREAS)

WHEREAS, Client Name: desires to retain the Contractor to perform the services and deliverables described in this Project Milestone Template (the "Project");

WHEREAS, Contractor Name: represents that Contractor has the expertise, personnel and resources to complete the Project in accordance with the schedule and milestones set forth herein; and

WHEREAS, the parties wish to document the milestones, acceptance criteria, and payment terms governing the delivery of the Project deliverables.

Scope of Work

Milestones and Deliverables

The following milestones set out the required deliverables, acceptance criteria and payment amounts. Each Milestone shall be completed and accepted in accordance with the Acceptance Criteria before payment is due.

Payment Terms

Total Contract Amount:

Invoice Submission Method:

Payment Due (Net): days from invoice acceptance.

Late Fee: A late fee of per month will apply to overdue balances, compounded monthly, to the fullest extent permitted by law.

Term and Termination

Term Start Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for material breach will be effective upon written notice if the breach remains uncured after days following receipt of written notice specifying the breach.

Confidentiality

Each party agrees that all non-public information disclosed by one party to the other in connection with the Project that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances ("Confidential Information") shall be held in strict confidence and used only for purposes of performing obligations under this Agreement. Confidential Information shall not include information that is or becomes generally available to the public through no fault of the receiving party, or that was rightfully known by the receiving party prior to disclosure.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

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.

Entire Agreement

This Agreement, including any attached schedules and the Milestones set forth herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates an employer-employee, joint venture or partnership relationship.

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