Project Terms of Reference

PROJECT TERMS OF REFERENCE

This Project Terms of Reference (the Agreement) is entered into as of by and between:

Client Name:

Contractor Name:

WHEREAS

WHEREAS, Client has requested that Contractor provide professional services for the project titled (the Project), and Contractor represents that it has the requisite experience, personnel and resources to perform such services;

WHEREAS, the parties desire to set forth the objectives, scope, deliverables, schedule and terms under which Contractor will perform work for the Project.

SCOPE OF WORK

Contractor shall perform the services described below in a professional and workmanlike manner in accordance with industry standards.

MILESTONES AND SCHEDULE

The parties agree the Project will be delivered according to the milestones set forth below. Each milestone is subject to acceptance in accordance with the Acceptance Criteria section.

PAYMENT TERMS

Client shall pay Contractor for performance of the Scope of Work in accordance with the following terms.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, will continue until .

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive confidential or proprietary information of the other party. Recipient will use such Confidential Information solely for the purpose of performing under this Agreement and will protect it with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all intellectual property rights, deliverables, and work products developed specifically for Client under this Agreement shall be the property of upon full payment of all fees due. Contractor retains ownership of its pre-existing methodologies, tools and background technology.

REPORTING AND ACCEPTANCE

CHANGE CONTROL

All changes to scope, schedule or cost shall be managed through a written change order executed by authorized representatives of both parties prior to implementation. Contractor will not perform work outside the Scope of Work without such executed change order.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. Except for liability arising from gross negligence, willful misconduct or indemnification obligations, neither party's aggregate liability shall exceed the total fees paid under this Agreement for the Project.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any attached schedules and executed change orders, constitutes the entire agreement between the parties with respect to the Project and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Client may assign to an affiliate or successor by operation of law.

Sign Now