Project Scope Document

PROJECT SCOPE DOCUMENT

This Project Scope Document (the "Agreement") is entered into by and between Client Name: and Contractor Name: with an effective date of .

RECITALS

WHEREAS, Client retains Contractor to perform certain professional services related to the project described herein and Contractor represents that it has the necessary experience, personnel and resources to perform such services in accordance with the terms of this Agreement;

WHEREAS, the parties desire to document the scope, deliverables, schedule, payment terms and other material provisions governing the performance of the work and to memorialize mutual expectations regarding completion and acceptance;

WHEREAS, this Project Scope Document, together with any attachments and referenced exhibits, constitutes the parties' entire understanding with respect to the services to be provided and shall govern the relationship between the parties with respect to this project.

PARTY CONTACTS FOR NOTICES

SCOPE OF WORK

Contractor shall perform the services and provide the deliverables as described in this Section. The scope is limited to the tasks and deliverables expressly listed below. Any change to scope shall be made only by written Change Order signed by both parties, including any adjustments to fees or schedule.

Deliverable 1: Due Date:

Deliverable 2: Due Date:

Additional Deliverables / Notes:

PAYMENT TERMS

Total Project Fee: $ . Unless otherwise agreed in writing, all fees are payable in accordance with the schedule below.

Invoices are due within days of receipt. Late payments shall incur a late fee of on outstanding balances, calculated monthly, and the prevailing collection costs, including attorneys' fees, are recoverable by the non-defaulting party.

Expenses: Reimbursable out-of-pocket expenses must be pre-approved in writing by Client and will be invoiced with supporting documentation.

TERM AND TERMINATION

Commencement Date: . Estimated Completion Date: .

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Termination for material breach may be effected immediately if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Contractor shall deliver all completed work and otherwise cooperate in an orderly wind-down. Client shall pay Contractor for all work performed and reasonable, documented costs incurred through the effective date of termination, subject to any setoffs for damages resulting from Contractor's breach.

CONFIDENTIALITY

Each party (the "Recipient") shall maintain in strict confidence all Confidential Information disclosed by the other party (the "Discloser") in connection with this Agreement. "Confidential Information" means non-public business or technical information marked or reasonably understood to be confidential, including but not limited to financial information, trade secrets, specifications, software, and customer lists.

The Recipient shall not use Confidential Information except as necessary to perform its obligations under this Agreement, and shall not disclose Confidential Information to any third party without the prior written consent of the Discloser, except to employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations in this Section shall survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Notwithstanding the foregoing, Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the Recipient; (b) was rightfully in the Recipient's possession prior to disclosure; (c) is rightfully obtained by the Recipient from a third party without breach of any obligation; or (d) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information. Disclosure required by law or regulation shall be made only after the Recipient provides prompt written notice to the Discloser and takes reasonable steps to limit the disclosure.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Contractor grants Client a perpetual, non-exclusive, royalty-free license to use deliverables delivered under this Agreement for Client's internal business purposes. Contractor retains ownership of its pre-existing tools, methodologies, libraries and intellectual property. Any custom work-for-hire deliverable specifically assigned by written agreement shall become the sole property of Client upon full payment.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement. Neither party shall be liable for indirect, incidental, special or consequential damages, including lost profits or business interruption.

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 conflict of laws 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 submitted to binding arbitration conducted in the county of Client's principal place of business, subject to the then-applicable rules of arbitration.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including any exhibits and written Change Orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

ASSIGNMENT

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Contractor may assign to an affiliate or in connection with a sale of substantially all of its assets or equity, provided that the assignee assumes Contractor's obligations hereunder.

SIGNATURES

The individuals signing below represent and warrant that they are authorized to enter into this Agreement on behalf of the party for which they sign.

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