Project SoS Scope

PROJECT SOS SCOPE

Client Name:     Contractor Name:

RECITALS

WHEREAS, Client Name: desires to engage Contractor to perform services described in this Project SoS Scope; and

WHEREAS, Contractor Name: represents that it has the requisite experience and resources to perform such services in accordance with the terms and conditions set forth herein.

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

PROJECT IDENTIFICATION

SCOPE OF WORK

Contractor shall perform the services, deliverables and milestones described below. The parties acknowledge that the scope is intended to define the primary obligations, and that changes shall be governed by the Change Control provisions set forth in this document.

PAYMENT TERMS

Total Fee:    Currency:

Late Payment: In the event any undisputed amount is not paid when due, Client shall pay interest on the overdue amount at a rate of or the maximum lawful rate, whichever is less. All fees are exclusive of applicable taxes unless otherwise stated.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Either party may also terminate for convenience upon providing days prior written notice. Termination shall not relieve Client of its obligation to pay for services performed and reasonable expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means all 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. Each party agrees: (a) to use Confidential Information solely to perform its obligations under this Agreement; (b) to restrict disclosure to its employees or contractors with a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) to exercise at least the same degree of care to protect Confidential Information as it uses for its own similar information, but in no event less than reasonable care.

Confidentiality Duration: The obligations of confidentiality shall remain in effect for years after disclosure, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

The parties acknowledge and agree to be bound by the confidentiality obligations set forth above.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any attachments and written change orders executed by the parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, understandings, and communications, whether written or oral, relating to the subject matter hereof. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, joint venture, agency or partnership relationship. Liability Limitation: Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special or punitive damages.

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