Project Stage Template

PROJECT STAGE TEMPLATE

This Project Stage Template (the "Stage") is entered into as of Effective Date: by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client has engaged Contractor to perform services in connection with Project Name: ; and

WHEREAS, the parties desire to define the scope, deliverables, schedule and payment terms for Stage Name: of the foregoing project;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree that this Stage will be governed by the terms set forth below.

SCOPE OF WORK

MILESTONES & SCHEDULE

Stage Start Date:   Stage End Date:

PAYMENT TERMS

Stage Fee Amount: $   Currency:

Invoicing and Payment Due: Net days from receipt of a proper invoice.

Late Payment Fee: ; Late fees accrue from the date payment was due until paid in full.

TERM AND TERMINATION

This Stage commences on and will expire on unless earlier terminated in accordance with this Section.

Either party may terminate this Stage for convenience upon written notice to the other party at least days prior to the effective termination date.

Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after written notice specifying the breach.

CONFIDENTIALITY

For the purposes of this Stage, "Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other (Receiving Party) in any form that is designated confidential or that reasonably should be understood to be confidential. Receiving Party will: (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform obligations under this Stage.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of Receiving Party; (ii) was in Receiving Party's lawful possession prior to receipt; (iii) is rightfully received from a third party without duty of confidentiality; or (iv) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information. Confidentiality obligations survive termination for a period of years.

CHANGE ORDERS

All changes to the Scope of Work, schedule or fees will be documented in a written change order signed by authorized representatives of both parties. Require written change orders:

INDEPENDENT CONTRACTOR; ASSIGNMENT

Contractor will perform services as an independent contractor. Neither party may assign its rights or delegate its obligations under this Stage without the other party's prior written consent, which shall not be unreasonably withheld. Subcontracting of portions of the Work is permitted only with Client's prior written consent:

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Stage will not exceed the total fees paid or payable for this Stage. Neither party will be liable for incidental, consequential or punitive damages.

GOVERNING LAW

This Stage will be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

ENTIRE AGREEMENT

This Stage, together with any referenced purchase orders or executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment must be in writing signed by authorized representatives of both parties.

NOTICES

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