Project Workplan

PROJECT WORKPLAN

Parties and Project Identification

Client Name:   Contractor Name:

Client Contact:   Contractor Contact:

Recitals

WHEREAS, the Client has engaged the Contractor to perform professional services for the project identified above and desires a detailed workplan setting forth scope, schedule, deliverables, and payment terms; and

WHEREAS, the Contractor represents that it has the experience, personnel, and resources necessary to perform the services described herein in accordance with the terms and conditions of this workplan;

NOW, THEREFORE, the parties agree that this Project Workplan, together with any attachments and change orders executed in accordance with its terms, constitutes the operative statement of work for the project.

Project Overview

Project Summary:

Scope of Work

Detailed Scope:

Milestones and Schedule

The following milestones, deliverable descriptions, and target dates will govern project progress and acceptance.

Due Date:   Acceptance Criteria:

Due Date:   Acceptance Criteria:

Payment Terms

Total Contract Amount:

Payment Schedule:

Invoices will be submitted in accordance with the payment schedule. Payment is due within days of invoice receipt. Late payments shall bear interest as set forth below.

Late Fee / Interest:   Collection Costs: The Client agrees to reimburse the Contractor for reasonable collection costs, including attorneys' fees, incurred in enforcing payment obligations.

Term and Termination

Term Commencement Date:   Anticipated Completion Date:

Either party may terminate this Workplan for convenience upon written notice to the other party. Termination for cause may be effected where a material breach has not been cured within after written notice specifying the breach. Obligations accrued prior to termination, including payment for accepted work, survive termination.

Change Orders

Any changes to scope, schedule, or fees shall be documented in a written change order signed by authorized representatives of both parties. The change order will describe the modification, any adjustment to the contract price, and any resulting schedule impacts.

Confidentiality

Each party agrees that all non-public information disclosed by the other party in connection with this Workplan that is designated as confidential or that reasonably should be understood to be confidential shall be held in confidence and shall not be disclosed to third parties except as required by law. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party without restriction, or is rightfully obtained from a third party without breach of an obligation of confidentiality.

Acceptance and Quality Assurance

Deliverables shall be subject to the acceptance criteria set forth above. The Client will review submitted deliverables within a reasonable review period specified in the applicable milestone; acceptance shall not be unreasonably withheld. If deliverables materially fail to meet the acceptance criteria, the Contractor will, at Contractor's expense, correct deficiencies in a timely manner.

Governing Law

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

Entire Agreement; Severability

This Workplan, together with any referenced 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, negotiations, and understandings, whether written or oral. If any provision of this Workplan is held invalid or unenforceable, the remainder of the Workplan will remain in full force and effect to the maximum extent permitted by law.

Representations and Authority

Each party represents and warrants that it has the full corporate or organizational power and authority to enter into and perform this Workplan and that the individual signing on behalf of each party is duly authorized to bind that party to the terms of this Workplan.

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