Project Work in Progress Template

PROJECT WORK IN PROGRESS TEMPLATE

This General Business Agreement (the Agreement) is entered into as of by and between (Client) and (Contractor). The Client and Contractor are each a Party and together the Parties.

RECITALS

WHEREAS, Client has engaged Contractor to perform ongoing project work in connection with the project described in this Agreement (the Project); and

WHEREAS, Contractor represents that it has the experience, personnel, and resources to perform the Project work and to deliver Work in Progress deliverables from time to time under the terms set forth below; and

WHEREAS, the Parties wish to document responsibilities, payment terms, confidentiality obligations, and termination procedures applicable to work that is currently in progress and may be delivered in stages.

SCOPE OF WORK

1.1 Services. Contractor shall perform the services and produce deliverables as described in the scope below. The Parties acknowledge that the work may be iterative and delivered in stages as Work in Progress.

1.2 Changes. Any material change to the scope shall be documented in a written change order signed by authorized representatives of both Parties. Change orders shall describe the change, any schedule impact, and any adjustment to compensation.

PAYMENT TERMS

2.1 Contract Amount. Client shall pay Contractor a total contract amount of (Contract Amount), subject to adjustments pursuant to approved change orders.

2.2 Invoicing. Contractor will submit invoices according to the Payment Schedule. Each invoice shall reference the applicable milestone or Work in Progress deliverable and include sufficient detail to permit Client to assess the invoice.

2.3 Payment Timing. Unless otherwise agreed in writing, Client shall pay undisputed amounts within days of receipt of an invoice. Disputed portions must be notified in writing within ten (10) days, and the undisputed portion shall remain due.

2.4 Late Payment. Overdue amounts shall accrue interest at a rate of percent per month or the maximum lawful rate if less. Late payment interest is calculated from the due date until paid.

TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on and continue until , unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective termination date. Upon termination for convenience, Contractor shall be entitled to payment for all work performed and expenses reasonably incurred through the effective date.

3.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public business, technical, financial, and other information disclosed by one Party to the other that is designated as confidential or that, by its nature, should reasonably be understood to be confidential.

4.2 Obligations. Each receiving Party shall: (a) hold the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, affiliates, or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

4.3 Duration. The obligations of confidentiality shall survive termination of this Agreement for years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

WARRANTIES; LIMITATION OF LIABILITY

5.1 Warranties. Contractor warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

5.2 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

NOTICES

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising out of this Agreement, subject to any equitable remedies available to either Party.

ENTIRE AGREEMENT

This Agreement, together with any executed change orders and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The Parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or employment relationship. Each Party shall comply with all applicable laws in performing its obligations under this Agreement.

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