Project Task Template

PROJECT TASK TEMPLATE

This Project Task Template (the Agreement) is made effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires defined task work and deliverables within the scope of the Client's broader project and desires to engage Service Provider to perform the task under the terms set forth herein; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capability to perform the task and deliverables in accordance with industry standards and the specifications set forth in this Agreement.

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

TASK IDENTIFICATION

SCOPE OF WORK

Service Provider shall perform the task described below in accordance with the schedule, specifications, and acceptance criteria. Service Provider's obligations include planning, execution, testing, documentation, and handover as required.

MILESTONES & SCHEDULE

The parties agree to the following milestone schedule. Each milestone is subject to written acceptance by Client in accordance with the acceptance criteria referenced above.

PAYMENT TERMS

Compensation for the Services shall be as set forth below. Client shall pay Service Provider subject to receipt of a correct invoice and acceptance of applicable deliverables.

All fees and expenses are exclusive of applicable taxes unless otherwise stated. Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in performance of the Services upon submission of receipts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach. Upon termination for any reason, Client will pay Service Provider for all work performed and approved expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Recipient) will hold in confidence and will not disclose, use, or allow the use of any Confidential Information of the other party (Discloser) except as required to perform under this Agreement. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement by the Recipient; (ii) was rightfully known to the Recipient prior to disclosure; (iii) is independently developed by the Recipient without use of Discloser's Confidential Information; or (iv) is approved for release by written authorization of the Discloser. Recipient shall return or destroy Confidential Information upon Discloser's written request. The confidentiality obligations survive termination for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title, and interest in deliverables specifically commissioned under this Agreement and completed and paid for in full (Work Product). Service Provider retains ownership of its pre-existing materials, tools, templates, and methodologies (Background IP). To the extent Service Provider incorporates Background IP into Work Product, Service Provider grants Client a non-exclusive, perpetual, worldwide license to use such Background IP solely as embedded in the Work Product.

CHANGE ORDERS

Any modification to the Scope of Work, schedule, or fees must be agreed in writing by both parties through a written change order describing the change, additional compensation (if any), and any schedule adjustments. Service Provider will not be obligated to proceed with changed work until the change order is signed by authorized representatives of both parties.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, each party's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, or punitive damages.

GOVERNING LAW

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

ENTIRE AGREEMENT

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the party's primary contact for this Agreement (email notice permitted) at the address set forth below or at such other address as either party may designate by notice to the other.

ADDITIONAL PROVISIONS

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