Project Proposal for Virtualization Project

PROJECT PROPOSAL FOR VIRTUALIZATION PROJECT

Parties

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client desires to modernize its server infrastructure and application delivery by implementing a virtualization solution to consolidate compute resources, improve availability, and enable centralized management; and

WHEREAS, Service Provider represents that it possesses the technical expertise, staffing, and licensing relationships necessary to deliver a virtualization project including planning, installation, migration, and knowledge transfer; and

WHEREAS, the parties desire to set forth the terms upon which Service Provider will perform the services described below, effective as of Effective Date: , at Project Location: .

Scope of Work

Service Provider shall perform the services described in this Scope of Work. Services include assessment, design, procurement assistance, installation, configuration, migration of virtual machines, testing, performance tuning, and knowledge transfer to Client staff. Service Provider will provide licensed virtualization software components as specified in the deliverables, and coordinate with Client for required access and approvals.

Deliverables and Milestones

The parties agree to the following milestone schedule, acceptance criteria, and associated payments.

Due Date:    Acceptance Criteria:

Due Date:    Acceptance Criteria:

Due Date:    Acceptance Criteria:

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. All fees are exclusive of taxes unless otherwise stated. Service Provider will invoice Client in accordance with the schedule below and Client shall pay invoices within the payment period specified.

Invoices not disputed in writing within fifteen (15) days shall be deemed accepted. If Client fails to pay undisputed amounts within the payment period, Service Provider may suspend performance after providing seven (7) days' written notice and shall be entitled to recover reasonable costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience by providing written notice at least prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days of receiving written notice specifying the breach. Termination shall not relieve Client's obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party shall keep in confidence all proprietary or confidential information received from the other party and shall not disclose such information except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential information shall remain confidential for a period of from the date of disclosure. Exceptions include information that is or becomes public through no fault of the receiving party or is required to be disclosed by applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of laws principles. The parties agree that disputes shall be resolved in the courts of that jurisdiction unless otherwise mutually agreed in writing.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for claims arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the six (6) month period preceding the event giving rise to the claim.

Entire Agreement

This Agreement, including all schedules and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendments must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employment relationship.

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