Project TPO Template

PROJECT TPO TEMPLATE

This Project TPO Agreement ("Agreement") is entered into as of by and between:

Client Name:

Provider Name:

WHEREAS

WHEREAS, Client has engaged Provider to perform third-party operations, oversight and specified project management services for the project identified as "" (the "Project");

WHEREAS, Provider represents that it has the requisite experience, personnel and resources to perform the services described herein in a professional and workmanlike manner; and

WHEREAS, the parties desire to define their respective rights and obligations with respect to the performance of such services under the terms and conditions set forth below.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount: $ payable in accordance with the schedule below.

Deposit (if any): $ due upon execution.

Late Payment Fee: Unpaid amounts shall incur a late fee of on the outstanding balance, compounded monthly.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause may be effected immediately upon written notice where the breaching party fails to cure a material breach within days following receipt of notice specifying such breach.

Upon termination, Provider shall deliver to Client all work in progress and any completed deliverables for which Client has paid; Client shall pay for all services performed and reasonable costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public, proprietary or business information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that, given the nature of the information, reasonably should be understood to be confidential ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or a valid order of a court or governmental authority, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in seeking a protective order or other appropriate remedy.

The Receiving Party shall use Confidential Information only for the purposes of performing its obligations under this Agreement and shall restrict disclosure to those employees, contractors and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, all work product, deliverables and inventions conceived or developed by Provider specifically in performance of the services under this Agreement shall be the exclusive property of Client upon payment in full. Provider hereby assigns and agrees to assign all right, title and interest in such work product to Client and will execute documents reasonably requested to effectuate such assignment.

INDEMNITY

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) resulting from the indemnifying party's negligent acts, willful misconduct or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and shall cooperate in the defense and settlement of such claim.

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.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement 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 addresses set forth below or to such other address as either party may designate by notice in accordance with this section.

ADDITIONAL PROVISIONS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets.

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties for any purpose.

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