Project Working Draft

PROJECT WORKING DRAFT

This Project Working Draft (the Draft) is made effective as of by and between Client Name: and Contractor Name: . This Draft is intended to record the current agreed framework for the performance of the Project described below and to serve as the basis for a final binding agreement.

RECITALS

WHEREAS, Client has requested that Contractor provide professional services in connection with the project titled: (Project); and

WHEREAS, Contractor represents that it has the experience, expertise, and personnel to perform the services set forth in this Draft; and

WHEREAS, the parties wish to set forth the scope, payment terms, schedule and other material terms applicable to the Project as a working draft and foundation for the definitive agreement.

PARTY CONTACTS

SCOPE OF WORK

Contractor will perform the tasks, deliverables, and milestones described below. The parties acknowledge that this section is a working description and that the final agreement may refine deliverables, acceptance criteria, and responsibilities.

PAYMENT TERMS

Total projected compensation for the Project: USD. Payments will be made in accordance with the schedule and conditions set forth below.

Late payment: If any undisputed amount is not paid within days of the invoice due date, interest will accrue at , or the maximum rate permitted by applicable law, whichever is lower. In addition, Contractor may suspend performance following days' written notice for nonpayment.

TERM AND TERMINATION

The anticipated term of this Draft begins on Start Date: and ends on End Date: , unless earlier terminated in accordance with this section.

Either party may terminate the Project for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within days after receipt of written notice specifying the breach.

Upon termination, Contractor will deliver all completed work and reasonably necessary transition materials; Client will pay for all services performed and reimbursable expenses incurred through the effective date of termination, subject to any agreed-upon setoffs or liquidated damages expressly stated in the final agreement.

CONFIDENTIALITY

Each party (Receiving Party) will hold in confidence Confidential Information disclosed by the other party (Disclosing Party) and will not use or disclose such Confidential Information except as necessary to perform the Project and as permitted under this Draft. "Confidential Information" includes nonpublic business, technical, financial, and operational information disclosed in any form and marked or identified as confidential or reasonably understood to be confidential.

The obligations in this section do not apply to information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was lawfully in the Receiving Party's possession without restriction prior to disclosure; (c) is independently developed without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice and cooperates with the Disclosing Party's efforts to seek a protective order.

GOVERNING LAW

This Draft and any final agreement arising from it will be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising out of this Draft or the Project.

ENTIRE AGREEMENT

This Project Working Draft constitutes the parties' present written record of their material understandings and supersedes prior oral or written communications concerning the Project. The parties acknowledge that a final binding agreement will be negotiated and executed separately; until such definitive agreement is executed, the parties' rights and obligations will be governed by the terms expressly set forth in this Draft. Any amendment to the final agreement must be in writing and executed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Independent contractor: Contractor shall perform services as an independent contractor and not as an employee, partner or agent of Client. Contractor is responsible for its own taxes and benefits and shall maintain all required licenses and insurance.

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

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