Project Scope of Works

PROJECT SCOPE OF WORKS

Parties and Recitals

Client Name:     Contractor Name:

WHEREAS, Client desires to obtain certain services and deliverables for the project described herein and Contractor represents that it has the professional experience, personnel, and resources necessary to perform such services in accordance with the terms of this Scope of Works; and

WHEREAS, the parties wish to document the scope, deliverables, schedule, payment terms, and other material terms applicable to the Project identified below so that Contractor may proceed with performance with clear authority and instructions.

Project Title:

Scope of Work

Description: The Contractor shall perform the work and furnish all labor, materials, equipment, supervision, and incidental items necessary to complete the Project as described below. The work shall conform to the specifications and standards set forth in this Scope of Works and any attachments incorporated by reference.

Milestones and Schedule

The schedule below represents material milestone dates by which Contractor shall achieve the corresponding deliverable. Time is of the essence for milestone performance unless otherwise agreed in writing.

Due Date:

Due Date:

Change Orders

Any change to the Scope of Work, schedule, or compensation shall be effected only by a written Change Order signed by authorized representatives of both parties. The Change Order shall describe the change, any adjustment to price and schedule, and the approved additional time for performance, if any.

Payment Terms

Client shall pay Contractor for the work performed in accordance with the following terms. All amounts are payable in U.S. dollars unless otherwise stated.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of the rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law. Client is responsible for reasonable collection costs and attorneys' fees incurred by Contractor to recover overdue amounts.

Term and Termination

This Agreement shall be effective as of the Effective Date and shall continue until the completion of the Work or the End Date specified below, unless earlier terminated as provided in this Section.

Effective Date:     End Date:

Either party may terminate this Agreement for convenience by providing written notice to the other party at least days prior to the effective date of termination. Termination for cause may be effected if a party materially breaches this Agreement and fails to cure within days after written notice of such breach.

Confidentiality

Each party shall hold in strict confidence and not disclose to any third party any Confidential Information of the other party. Confidential Information means non-public information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidentiality obligations shall survive termination for a period of years.

Intellectual Property

Unless otherwise agreed in a written instrument signed by both parties, Contractor shall retain ownership of pre-existing intellectual property and tools used to perform the Work. Contractor hereby grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal purposes only, subject to full payment. To the extent any deliverable constitutes a work made for hire under applicable law, Client shall own such deliverable upon full payment.

Representations, Warranties and Insurance

Contractor represents that it will perform the Work in a professional and workmanlike manner in accordance with industry standards. Contractor shall maintain insurance coverage as required by Client and applicable law and shall provide certificates upon request. Except as expressly set forth herein, Contractor disclaims all other warranties, express or implied.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from claims arising out of its negligent acts or omissions or willful misconduct in connection with performance under this Agreement. Except for liabilities arising from willful misconduct or breach of confidentiality, each party's aggregate liability under this Agreement shall not exceed the total amounts paid or payable to Contractor under this Agreement.

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 conflict of laws principles. The parties agree to attempt good faith negotiation of any dispute prior to initiating litigation; venue for any action shall be in the courts of the governing state.

Entire Agreement

This document, together with any referenced exhibits or Change Orders agreed in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements. No modification shall be effective unless in writing and signed by authorized representatives of both parties.

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 in writing. Notice is effective upon receipt.

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