Project Responsibility Document

Project Responsibility Document

This Project Responsibility Document is entered into by the parties identified below to define responsibilities, deliverables, payment, confidentiality, and other material terms governing the project described herein.

Parties

Recitals

WHEREAS, Client seeks to engage Contractor to perform certain services and assume specified responsibilities in connection with the project titled located at ; and

WHEREAS, the parties desire to set forth their respective responsibilities, deliverables, payment obligations, and procedures for administration and termination of the project; and

WHEREAS, the parties intend that this Project Responsibility Document constitute a binding agreement governing the conduct of the parties for the duration of the project, effective as of .

Scope of Work

Responsibilities

The parties shall have the responsibilities set forth below. Failure to perform responsibilities in a timely manner shall constitute a material breach subject to the Term and Termination provisions.

Payment Terms

Client shall pay Contractor for the performance of the Scope of Work in accordance with the following terms.

Late payments shall accrue interest at the rate of on the unpaid balance, calculated monthly and compounded monthly, until paid in full.

All payments are due in United States currency unless otherwise agreed in writing. Contractor shall invoice Client in accordance with the payment schedule. Client's obligation to make payments that are not disputed in good faith is unconditional.

Term and Termination

The term of this Document commences on and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Document for convenience upon written notice to the other party delivered not less than days prior to the intended termination date. Termination for cause may be effected immediately upon written notice if the breaching party fails to cure a material breach within fifteen (15) days after receipt of written notice specifying the breach, unless a shorter cure period is required to avoid material harm.

Upon termination, Contractor shall deliver all completed and in-progress work to Client and shall be entitled to payment for services performed and non-cancellable obligations incurred up to the effective date of termination, subject to setoff for damages resulting from breach.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other 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. Confidential Information shall not include information that: (a) is or becomes generally known to the public without breach of this Document; (b) was in the receiving party's lawful possession prior to receipt from the disclosing party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Each party agrees: (i) to hold the other party's Confidential Information in strict confidence; (ii) not to use Confidential Information except as necessary to perform its obligations under this Document; and (iii) not to disclose Confidential Information to any third party except to employees, agents, or permitted subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Document. Upon written request, the receiving party will return or destroy Confidential Information and certify such destruction.

Indemnification and Liability

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, losses, and expenses arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Document. Except to the extent caused by gross negligence or willful misconduct, neither party shall be liable for consequential, incidental, special, or punitive damages.

Governing Law

This Document shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. Any claim arising out of or relating to this Document shall be brought exclusively in the state or federal courts located within that state.

Entire Agreement and Amendments

This Document, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Document shall be in writing and delivered to the addresses set forth above by hand, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

Acknowledgment

The undersigned representatives each certify that they are authorized to bind their respective party to the terms of this Document.

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