Project System Scope Template

PROJECT SYSTEM SCOPE TEMPLATE

Project Name:    Effective Date:

WHEREAS

WHEREAS, Client Name: (the "Client") desires to engage Service Provider Name: (the "Service Provider") to provide the services and deliverables described in this Project System Scope Template; and

WHEREAS, the parties intend for this document to define the scope, deliverables, schedule, compensation, confidentiality obligations, and other material terms governing the performance of the project system work;

SCOPE OF WORK

The Service Provider shall perform the services and provide the deliverables as described below. The Service Provider shall exercise commercially reasonable efforts, qualified personnel, and accepted industry standards in performing the work.

PAYMENT TERMS

Invoices shall be submitted to the Client and are payable within days of receipt unless otherwise agreed in writing.

Unpaid amounts shall accrue interest at a rate of or the maximum rate permitted by law, whichever is lower. The Client shall also be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on the Start Date: and shall continue until the End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for convenience does not relieve the Client of its obligation to pay for services performed and approved deliverables completed through the effective date of termination.

CONFIDENTIALITY

Each party (the "Recipient") will keep confidential and will not disclose or use, except in performance of the Agreement, any Confidential Information of the other party (the "Discloser"). Confidential Information includes trade secrets, technical data, business plans, customer information, and any information marked or identified as confidential. The Recipient shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality Obligations Duration: Confidential obligations shall continue for following termination or expiration of this Agreement, unless otherwise required by law.

By checking this box, the signing party acknowledges and accepts 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 conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Project System Scope Template, together with any attachments, schedules, and executed change orders, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

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