Project Phase III Template

Project Phase III Template

Parties and Purpose

This Project Phase III Agreement ("Agreement") is made effective as of between Client Name: and Contractor Name: .

WHEREAS, Client has engaged Contractor to perform work on the project identified as ; and

WHEREAS, Contractor possesses the professional experience, personnel and resources necessary to perform Phase III work described herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Scope of Work

Contractor shall perform the services and deliver the deliverables described in this Scope of Work. The Scope includes all labor, materials, supervision, testing and documentation required to complete Phase III of the Project in accordance with this Agreement and any attached appendices.

Change Orders

Any change to the Scope of Work, schedule, or compensation must be documented in a written change order signed by authorized representatives of both parties. Change orders shall describe the change, any adjustment to the price or schedule, and any other project impacts.

Payment Terms

Client shall pay Contractor for the services performed under this Agreement as set forth below. All amounts are stated in legal tender and exclude taxes unless otherwise noted.

Contractor will submit invoices in accordance with the payment schedule. Client shall pay invoiced amounts within days of receipt of a properly submitted invoice. Disputed amounts shall be stated in writing with reasonable particularity and paid as resolved.

Unpaid amounts shall accrue interest at a rate of % per month (or the maximum permitted by law), commencing after a grace period of days following the due date.

Term and Termination

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

Either party may terminate this Agreement for convenience upon giving days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

Upon termination, Contractor shall deliver any completed work and Client shall pay for work satisfactorily performed through the termination date, subject to set-off for defects or nonconforming work.

Confidentiality

"Confidential Information" means non-public business, technical, financial or other information disclosed by one party to the other, whether written, oral or electronic, and designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (i) is or becomes generally known to the public other than by breach of this Agreement, (ii) was rightfully known to the receiving party prior to disclosure, (iii) is received from a third party without breach of a confidentiality obligation, or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Each party shall: (a) maintain the other's Confidential Information in strict confidence; (b) not use such information except to perform its obligations under this Agreement; and (c) not disclose such information to third parties except to those employees, contractors or advisors with a need to know who are bound by confidentiality obligations at least as restrictive as those herein. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Contractor grants Client a perpetual, nonexclusive, worldwide license to use, reproduce and modify deliverables produced under this Agreement for Client's internal business purposes. Contractor retains ownership of Contractor's preexisting tools, methodologies, know-how and trade secrets; Client shall not obtain rights to Contractor's proprietary materials except as expressly granted in this Agreement.

Representations and Warranties; Liability

Each party represents that it has the authority to enter into this Agreement. Contractor warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES. LIABILITY of either party arising out of or related to this Agreement shall be limited to direct damages and shall not exceed the total compensation paid to Contractor under this Agreement for the Phase III scope; neither party shall be liable for consequential, incidental, special or punitive damages.

Indemnification

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against all third-party claims, damages and costs arising from Indemnitor's negligence, willful misconduct or material breach of this Agreement. The Indemnitee shall provide prompt written notice of any claim and shall permit the Indemnitor to assume defense with counsel of its choice, provided that Indemnitor may not settle any claim that imposes monetary or non-monetary obligations on Indemnitee without Indemnitee's prior written consent.

Compliance with Laws

Contractor shall perform all services in compliance with applicable laws, regulations and codes. Each party shall obtain and maintain all permits and approvals required to perform its obligations under this Agreement.

Governing Law; Dispute Resolution

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. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration in accordance with the commercial arbitration laws of the governing state, unless the parties mutually agree in writing to another forum.

Entire Agreement; Amendments

This Agreement, together with any signed change orders and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets. The parties are independent contractors and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

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