Project Pipeline Scoping

PROJECT PIPELINE SCOPING

Parties and Project Identification

Effective Date: .

Recitals

WHEREAS, Client desires a formal scoping of the Client's project pipeline to identify prioritized opportunities, resource requirements, acceptance criteria, and milestone sequencing (the "Pipeline Scoping");

WHEREAS, Contractor has expertise and resources to perform strategic scoping, analysis, and documentation necessary to establish an actionable project pipeline for the Project Title identified above; and

WHEREAS, the parties wish to set forth the terms and conditions under which Contractor will perform the Pipeline Scoping and Client will compensate Contractor.

Scope of Work

Contractor will perform the Pipeline Scoping services described below. The deliverables and acceptance criteria will govern completion of each phase.

Milestones and Timeline

Milestone 1: — Due:

Milestone 2: — Due:

Milestone 3: — Due:

Assumptions, Dependencies & Exclusions

Payment Terms

Total Fee: $

Deposit Amount: $

Invoicing Frequency:

Late Fee: on overdue amounts.

Term and Termination

Term Commencement Date: . Expected Completion Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for cause is permitted where a material breach is not cured within days after written notice.

Confidentiality

Each party acknowledges that in the course of performance it may receive confidential, proprietary, or trade secret information of the other party ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was in the receiving party's lawful possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

The receiving party shall: (i) hold Confidential Information in confidence using reasonable care; (ii) use Confidential Information solely for performance under this Agreement; and (iii) not disclose Confidential Information except to employees, contractors, or advisors with a need to know who are bound to maintain its confidentiality. Upon written request or termination, the receiving party shall return or destroy Confidential Information and certify its destruction.

Confidentiality Obligations shall continue for years from disclosure, except for trade secrets which shall remain protected for as long as legally permissible.

Liability, Indemnification & Insurance

Each party shall be responsible for its own negligence. Contractor shall indemnify and hold harmless Client from third-party claims arising from Contractor's gross negligence or willful misconduct in performing services. The aggregate liability of Contractor for direct damages under this Agreement shall not exceed the total fees actually paid to Contractor for the Services, except for liability arising from willful misconduct or gross negligence. The parties shall maintain commercially reasonable insurance appropriate to the activities contemplated by this Agreement.

Change Control

Governing Law and 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 will first attempt to resolve disputes in good faith through senior-level negotiation. If unresolved, disputes shall be resolved by binding arbitration or in a court of competent jurisdiction as agreed by the parties.

Entire Agreement; Amendments

This Agreement, including all exhibits and any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. No amendment shall be effective unless made in writing and executed by authorized representatives of both parties.

By signing below, each signatory represents that they are authorized to bind the party for whom they sign.

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