Project Task POC Document

PROJECT TASK POC DOCUMENT

Parties and Project Identification

Client Name:   Client Address:

Service Provider Name:   Provider Address:

Project Title:   Effective Date:

Recitals

WHEREAS, Client desires to engage Provider to perform the Project Task identified above and Provider represents that it has the experience and capability to perform such services in accordance with the terms set forth in this document; and

WHEREAS, the parties intend that this Project Task POC Document (the "Document") establish the scope, points of contact, deliverables, payment terms, and acceptance criteria for the specific task described herein, and to allocate responsibilities and risks between the parties as set forth below.

Point of Contact (POC)

Scope of Work

Provider shall perform the following services and deliverables in a professional and workmanlike manner in accordance with industry standards. Work shall include the elements described below and any ancillary tasks reasonably necessary for completion.

Milestones and Schedule

Milestone 1: Due Date:

Milestone 2: Due Date:

Additional Milestones (summarize or attach addendum):

Payment Terms

Total Fixed Fee:   Currency:

Invoices shall be submitted to Client POC and are payable within days of receipt.

Late Payment Fee: interest at per month on outstanding amounts, or the maximum allowed by applicable law if lower.

Term and Termination

Term Commencement Date:   Term End Date:

Either party may terminate this Document for convenience upon days' prior written notice to the other party. Termination for cause may be immediate where a material breach remains uncured for ten (10) days following written notice specifying the breach and requested cure.

Confidentiality

Each party shall maintain in confidence all information disclosed by the other party 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. Confidential information shall not include information that is or becomes public without breach of this Document, is independently developed by the receiving party, or is rightfully received from a third party without restriction.

The obligations of confidentiality shall remain in effect for years following termination or expiration of this Document.

Warranties, Liability, and Indemnity

Provider warrants that services shall be performed with reasonable skill and care. EXCEPT AS EXPRESSLY SET FORTH IN THIS DOCUMENT, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Each party's aggregate liability for direct damages arising out of or related to this Document shall be limited to the total fees paid to Provider under this Document during the six (6) month period preceding the claim. Neither party shall be liable for indirect, incidental, consequential, or punitive damages.

Provider shall indemnify and hold harmless Client from third-party claims arising from Provider's gross negligence or willful misconduct in performing the services.

Governing Law

This Document shall be governed by and construed in accordance with the laws of without regard to its choice-of-law principles.

Entire Agreement and Amendments

This Document, together with any attachments or written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment to this Document must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices required under this Document shall be delivered to the POCs identified above and shall be deemed given when delivered in person, sent by confirmed electronic mail, or three (3) days after deposit in the mail, postage prepaid, to the address of the receiving party. If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.

Signatures

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