Project Work Scope

PROJECT WORK SCOPE

Client Name:   Client Address:

Contractor Name:   Contractor Address:

RECITALS

WHEREAS, Client desires to retain Contractor to perform certain project services described in this Project Work Scope (the "Work"); and

WHEREAS, Contractor represents that it has the experience, personnel, and capability to perform the Work in accordance with the terms and conditions set forth below; and

WHEREAS, the parties desire to set forth the scope, payment terms, schedule, and other material terms governing the performance of the Work.

SCOPE OF WORK

Description of Work and Deliverables:

Key milestones (itemize each deliverable, acceptance criteria, and target completion date):

PAYMENT TERMS

Total Contract Amount: $

Invoices due within days of invoice date. Late payments shall incur a late fee equal to per month, or the maximum permitted by law, whichever is less. A grace period of days applies before late fees accrue.

TERM AND TERMINATION

Commencement Date:   Estimated Completion Date:

Either party may terminate this agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. If either party materially breaches any obligation under this agreement, the non-breaching party may terminate upon days' prior written notice and failure to cure within such period.

Upon termination, Client will pay Contractor for Work properly performed through the effective date of termination, together with any non-cancellable obligations reasonably incurred by Contractor.

CHANGE ORDERS

All changes to the Scope of Work shall be made by written change order signed by authorized representatives of both parties. Each change order shall set forth the change in scope, any adjustment to the schedule, and any adjustment to compensation.

CONFIDENTIALITY

Each party acknowledges that in the performance of this agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any tangible or intangible form that is designated as confidential or that, given the nature of the information, a reasonable person would understand to be confidential. Each party shall: (a) protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely for the purposes of performing obligations under this agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein. Confidential Information does not include information that is or becomes publicly available other than by breach of this agreement, is independently developed without use of the other's Confidential Information, or is rightfully received from a third party without restriction.

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 law principles. Any dispute arising under or in connection with this agreement shall be resolved in the state or federal courts located in that jurisdiction.

ENTIRE AGREEMENT

This document, together with any executed change orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND WARRANTIES

Each party represents that it has the full right, power, and authority to enter into and perform under this agreement and that the execution and delivery of this agreement has been duly authorized. Contractor further warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards.

LIMITATION OF LIABILITY

Except for liability arising from a party's willful misconduct or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of either party for claims arising out of this agreement shall not exceed the total amount paid to Contractor under this agreement during the six (6) month period preceding the event giving rise to the claim.

NOTICES

All notices required or permitted under this agreement must be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices are effective upon personal delivery, courier delivery, or three (3) business days after deposit with the U.S. Postal Service when sent by certified mail, return receipt requested.

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