Project P & O Portion Template

PROJECT P & O PORTION TEMPLATE

Parties and Recitals

This Project P & O Portion Template (the "Agreement") is entered into as of by and between Client Name: and Contractor Name: .

WHEREAS, Client requires planning and operations portion services for the project known as Project Name: (the "Project");

WHEREAS, Contractor possesses the experience, personnel and resources to perform the P & O portion of the Project in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment, term and other provisions applicable to the P & O portion of the Project.

Scope of Work

Contractor shall perform the planning and operations portion of the Project in accordance with the deliverables, milestones and performance standards described below. Contractor's obligations shall include, without limitation, management planning, operational procedures, resource allocation, staffing recommendations, interface coordination with other project contractors, and the preparation of written reports and deliverables specified herein.

Payment Terms

Client shall pay Contractor for services rendered under this Agreement in accordance with the following payment provisions. All amounts are expressed in the currency agreed by the parties.

Invoices shall be submitted by Contractor in accordance with the schedule above and are due within calendar days of receipt by Client. Late payments shall accrue interest at a rate of % per month (or the maximum permitted by law), compounded monthly, calculated on the unpaid balance from the date due until paid.

Unless otherwise agreed in writing, the Total Fee covers Contractor's labor, standard reporting, and routine project management. Additional scope or change orders shall be documented in writing and subject to agreed adjustments to fees and schedule.

Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred up to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other party ("Recipient") that, if disclosed, would reasonably be expected to harm the Discloser. Confidential Information includes technical data, trade secrets, business plans, pricing, and Project-related documents, but excludes information that (i) was in the public domain at the time of disclosure, (ii) becomes part of the public domain through no breach by Recipient, (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 agrees to (a) maintain the confidentiality of 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; (b) use Confidential Information solely for the performance of this Agreement; and (c) restrict disclosure to its employees, subcontractors or agents with a need to know, provided such persons are bound by confidentiality obligations no less protective than those in this Agreement. The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

Liability, Insurance and Indemnity

Contractor shall maintain insurance in commercially reasonable amounts and types for the work performed. Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, damages and expenses arising from the indemnifying party's negligence or willful misconduct in the performance of its obligations under this Agreement, except to the extent caused by the negligence or willful misconduct of the indemnitee. Neither party shall be liable to the other for consequential, incidental or punitive damages, except in cases of gross negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Venue for any dispute arising under this Agreement shall be the courts located in the agreed jurisdiction unless the parties mutually agree otherwise in writing.

Entire Agreement; Amendments

This Agreement, including any exhibits, appendices or written change orders signed by both parties, constitutes the entire agreement between the parties concerning the P & O portion of the Project and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendments or modifications to this Agreement shall be effective only if made in writing and signed by authorized representatives of both parties.

Notices and Project Contacts

Representations and Warranties

Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance of this Agreement have been duly authorized; and (c) when performed in accordance with this Agreement, Contractor's services will be performed in a professional and workmanlike manner consistent with industry standards.

Acknowledgements

The parties acknowledge that this Agreement addresses only the Project P & O portion and that other portions of the Project may be governed by separate agreements. In the event of any conflict between this Agreement and a separate agreement that expressly governs the same subject matter, the parties shall resolve such conflict in writing.

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