Project Support Agreement

PROJECT SUPPORT AGREEMENT

This Project Support Agreement ("Agreement") is made effective as of Effective Date: by and between Client Name: with Address: and Service Provider Name: with Address: .

RECITALS

WHEREAS, Client requires technical and operational support for the project identified as Project Name: to be provided by Provider; and

WHEREAS, Provider has represented that it possesses the experience, personnel, and resources necessary to perform the support services described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will provide project support to Client.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: . Payment shall be made in accordance with the schedule below and in U.S. Dollars unless otherwise agreed in writing.

Invoicing: Provider will submit invoices to Client at intervals specified above. Client shall pay undisputed amounts within days of receipt of invoice.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus recovery costs and collection expenses.

TERM AND TERMINATION

Term Commencement Date: and Term End Date: unless earlier terminated as provided herein.

Termination Without Cause: Either party may terminate this Agreement without cause upon written notice delivered to the other party at least days prior to the effective date of termination.

Effect of Termination: Upon termination, Client shall pay Provider for all services performed and reimbursable expenses incurred through the effective date of termination. Provider will deliver to Client all work-in-progress and documentation reasonably necessary for Client to transition services.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party in connection with this Agreement, including business, technical, financial, and customer information, whether disclosed orally, in writing or electronically.

Obligations: Each receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted herein, and (c) use Confidential Information solely for the performance of this Agreement. Each party shall restrict access to Confidential Information to those employees or contractors with a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally known to the public through no breach by the receiving party; (ii) was lawfully known by the receiving party prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without use of Confidential Information.

Duration: The confidentiality obligations in this section shall survive termination of this Agreement for a period of years, or as long as required by applicable law for trade secrets.

LIMITATION OF LIABILITY; INSURANCE

Limitation of Liability: Except for willful misconduct or breaches of confidentiality, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages, and the aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Provider in the twelve (12) months prior to the event giving rise to the claim.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Dispute Resolution: The parties shall first attempt to resolve disputes through good faith negotiations. If unresolved, disputes shall be resolved by binding arbitration in the county where Client's principal place of business is located, conducted by a single arbitrator in accordance with the commercial arbitration rules in effect at the time, except as modified by this Agreement.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior oral or written understandings, agreements, or representations.

Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Independent Contractor: Provider is an independent contractor and shall not be deemed an employee, agent, or partner of Client. Provider shall be responsible for all taxes and benefits for its personnel.

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