Project Timed Outline

PROJECT TIMED OUTLINE

This Project Timed Outline (the "Outline") is entered into by and between Client Name: and Contractor Name: , effective as of .

WHEREAS

WHEREAS, Client desires to engage Contractor to perform the services and deliverables described below in a time-sequenced manner to achieve the objectives of the project titled ;

WHEREAS, Contractor has represented that it possesses the professional experience, personnel and resources necessary to perform the work in accordance with the schedule and quality standards described in this Outline;

NOW, THEREFORE, the parties agree to the timed scope, payment and other terms set forth below.

SCOPE OF WORK

The Contractor shall perform the work described above in accordance with the milestones and deadlines established in the Project Timeline and Milestones section below. All work shall conform to accepted professional standards and the specifications agreed by the parties.

PROJECT TIMELINE AND MILESTONES

Milestone 1

Milestone 2

Milestone 3

PAYMENT TERMS

If any undisputed invoice is not paid within days after its due date, interest shall accrue at (or the maximum lawful rate if lower). Client shall also reimburse Contractor for reasonable costs of collection.

TERM AND TERMINATION

This Outline commences on and continues until , unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon giving days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for work performed and properly invoiced through the effective termination date.

CONFIDENTIALITY

During performance and for a period of years following termination, each party shall hold in confidence and shall not disclose to any third party any Confidential Information received from the other party. "Confidential Information" means non-public technical, commercial or financial information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential. Confidential Information does not include information that is (a) publicly known through no fault of the receiving party, (b) rightfully received from a third party without breach of an obligation of confidentiality, or (c) independently developed by the receiving party without reference to Confidential Information. Each party shall use no less than reasonable care to protect Confidential Information and shall limit access to those employees or contractors who have a need to know.

GOVERNING LAW

This Outline shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located within such state for disputes arising out of or relating to this Outline.

ENTIRE AGREEMENT

This Outline, together with any attachments or incorporated documents signed by the parties, constitutes the entire agreement between Client and Contractor with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals and representations. No amendment shall be effective unless in writing and signed by both parties.

ADDITIONAL PROVISIONS

Any notices required under this Outline shall be given in writing to the addresses agreed by the parties and shall be effective upon receipt. Contractor certifies that all personnel assigned to perform the work are authorized to work and possess the requisite qualifications.

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