Project Work Statement

Project Work Statement

This Project Work Statement ("Statement") is entered into as of Effective Date: by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client desires to retain Contractor to perform the services and deliverables described in this Statement for the project titled (the "Project");

WHEREAS, Contractor represents that it has the necessary expertise, personnel, equipment and licenses to perform the Project in a professional manner;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Scope of Work

Work Location:

Schedule and Milestones

Anticipated Start Date:    Anticipated Completion Date:

Payment Terms

Total Contract Amount: $

Invoicing Address:

Late Payment Fee:   Interest on overdue amounts will accrue at the stated rate or the maximum rate permitted by law, whichever is lower.

Taxes: Unless otherwise specified, all fees are exclusive of taxes. Client shall be responsible for any taxes imposed on payments to Contractor except taxes based on Contractor's net income.

Change Orders

Any change to the Scope of Work shall be documented in a written Change Order signed by authorized representatives of both parties. The Change Order shall specify changes to deliverables, price, and schedule.

Term and Termination

Term Commencement Date:    Term End Date:

Either party may terminate this Statement for convenience upon written notice delivered at least days prior to the effective termination date. Termination shall not relieve Client of liability for services performed and costs incurred prior to termination.

Confidentiality

For the purposes of this Statement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information only to perform its obligations under this Statement, and (c) not disclose Confidential Information to third parties except to its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

Confidentiality Term (in years): . The obligations set forth do not apply to information that (i) was already rightfully known to the receiving party without restriction, (ii) is or becomes publicly available through no breach, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the other party's Confidential Information.

Intellectual Property

Unless otherwise agreed in writing, deliverables produced under this Statement shall be considered "Work Product." Upon full payment, Contractor assigns to Client all right, title and interest in the Work Product necessary for Client's internal use. Contractor retains ownership of Contractor-preexisting materials, tools, and general skills. Any license granted to Client is non-exclusive and limited to the Work Product delivered hereunder.

Liability and Insurance

Each party's liability for direct damages arising from its breach of this Statement shall be limited to the total amount paid or payable under this Statement. Neither party shall be liable for consequential, incidental, or punitive damages except in cases of willful misconduct. Contractor shall maintain insurance coverage appropriate to the services performed and provide proof of such insurance upon Client's reasonable request.

Governing Law

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

Entire Agreement; Amendments

This Statement, together with any attachments and executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification to this Statement must be in writing and signed by authorized representatives of both parties.

Dispute Resolution

The parties shall first attempt to resolve any dispute through good faith negotiation. If the dispute is not resolved within 30 days, either party may seek remedies in a court of competent jurisdiction in the location specified in the Governing Law clause.

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