Project Plotting Agreement

PROJECT PLOTTING AGREEMENT

This Project Plotting Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal address and Consultant Name: with principal address .

RECITALS

WHEREAS, Client requires professional services to develop and document a project plot, including scope, milestones and deliverables for a defined project (the "Project");

WHEREAS, Consultant has the expertise and capacity to provide project plotting, planning and related advisory services and is willing to provide such services to Client under the terms of this Agreement;

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

PROJECT

SCOPE OF WORK

Consultant shall perform the professional services described below. Services shall include but are not limited to the preparation of project plots, identification of key milestones, resource allocation recommendations, risk mapping and a written deliverables schedule. The parties agree that the detailed scope is set forth as follows and may be amended only by a written change order signed by both parties.

PAYMENT TERMS

Client shall pay Consultant for the services performed under this Agreement in accordance with the following fee structure.

Late payments shall incur a late fee equal to % per month on overdue amounts, or the maximum permitted by law, whichever is less.

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 delivered at least days prior to the effective termination date. Either party may terminate for material breach if such breach remains uncured for thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Consultant for all services performed and expenses incurred through the effective date of termination, and Consultant shall deliver any completed work product and reasonably cooperate in transition activities.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public business, technical and financial information disclosed by the other party (the "Disclosing Party") that is designated confidential or that by its nature should reasonably be regarded as confidential ("Confidential Information"). The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose such information to any third party except to employees, contractors or advisors who have a need to know and are bound to confidentiality obligations no less restrictive than those set forth herein.

Confidential Information does not include information that is: (a) known to the Receiving Party without restriction prior to disclosure, (b) publicly known through no fault of the Receiving Party, (c) rightfully received from a third party without breach of an obligation of confidentiality, or (d) independently developed without use of or reference to the Disclosing Party's Confidential Information. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which shall be protected to the extent permitted by law.

OWNERSHIP AND INTELLECTUAL PROPERTY

Subject to full payment of fees due hereunder, Consultant assigns to Client all right, title and interest in and to deliverables and work product specifically created for Client under this Agreement ("Work Product"). Consultant retains all rights in its preexisting materials, templates and know-how, and grants Client a nonexclusive, worldwide, royalty-free license to the extent necessary to use the Work Product. Nothing in this Agreement transfers ownership of Consultant's underlying methodologies, general skills or trade secrets.

INDEPENDENT CONTRACTOR; COMPLIANCE

Consultant is an independent contractor. Nothing in this Agreement creates an employment, partnership or agency relationship. Consultant shall comply with applicable laws, maintain required permits and shall be solely responsible for withholding and payment of taxes with respect to compensation paid hereunder.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims arising from its breach of this Agreement or its negligent or willful acts. EXCEPT FOR BREACHES OF CONFIDENTIALITY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, AND AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO CONSULTANT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

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

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