Project Phase II Document

PROJECT PHASE II DOCUMENT

This Project Phase II Document (the Agreement) is entered into as of Effective Date: by and between Client Name: (hereinafter "Client") and Contractor Name: (hereinafter "Contractor"). Client and Contractor may be referred to individually as a Party and collectively as the Parties.

Recitals

WHEREAS, Client engaged Contractor to perform certain work in connection with the Project's initial phase and the Parties desire to proceed to Phase II under the terms and conditions set forth in this Agreement;

WHEREAS, Phase II will consist of additional deliverables, testing, and implementation activities that build upon prior deliverables and require separate scope, schedule, and payment terms; and

WHEREAS, the Parties intend for this Agreement to define the scope, performance obligations, payment schedule, confidentiality obligations, and remedies applicable to Phase II.

Scope of Work

Contractor shall perform the Phase II services and deliverables described below in a professional and workmanlike manner in accordance with industry standards. Detailed scope, deliverables, acceptance criteria, and milestones are set forth in this Section and in any attached exhibits incorporated by reference.

Deliverables & Milestones

The Parties agree the following milestones and deliverables shall govern Phase II. Each deliverable shall be deemed accepted when Client provides written acceptance or fails to provide written rejection within the applicable review period.

Payment Terms

Total Contract Amount: $ . Client shall pay Contractor in accordance with the schedule below and subject to acceptance of deliverables.

Invoicing: Contractor shall submit invoices in writing upon completion of each milestone. Payment is due within days of Client's receipt of a proper invoice unless otherwise specified in the payment schedule. All amounts payable under this Agreement are exclusive of applicable taxes, which shall be the responsibility of the party required by law to pay such taxes.

Late Payment: Unpaid amounts shall accrue interest at a rate of per month (or the maximum lawful rate if lower). Client shall also reimburse Contractor for reasonable collection costs incurred as a result of late payment.

Term and Termination

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

Termination for Convenience: Either Party may terminate this Agreement for convenience upon providing the other Party with no less than days' prior written notice. In the event of termination for convenience, Contractor shall be paid for work performed and accepted through the effective date of termination, together with reasonable close-out costs.

Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one Party (Disclosing Party) to the other Party (Receiving Party) 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, including technical, financial, business, and project-related information.

Obligations: The Receiving Party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as restrictive as those set forth herein.

Exclusions: Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement by the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) was in the Receiving Party's possession prior to receipt from the Disclosing Party; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Remedies: The Parties acknowledge that breach of this Section may cause irreparable harm for which monetary damages may be an inadequate remedy and that the Disclosing Party shall be entitled to equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

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. The Parties consent to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes arising under this Agreement.

Representations, Warranties and Indemnity

Each Party represents and warrants that it has the right and authority to enter into this Agreement and to perform its obligations hereunder. Contractor represents that services will be performed in a professional manner in accordance with applicable standards. Contractor shall indemnify, defend and hold harmless Client from and against third-party claims arising from Contractor's negligent acts or willful misconduct in performing the services.

Entire Agreement; Amendment

This Agreement, including any attachments and exhibits expressly 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. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

Miscellaneous

Assignment: Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, sale of substantially all assets, or operation of law.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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