Resource Management Contract

RESOURCE MANAGEMENT CONTRACT

This Resource Management Contract ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, the Service Provider possesses expertise, personnel and facilities for the management, allocation and oversight of operational resources necessary to support the Client's business operations; and

WHEREAS, the Client desires to engage the Service Provider to provide resource management services on the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to define the scope, schedule, compensation, confidentiality obligations, and remedies related to those services.

SCOPE OF WORK

The Service Provider shall perform resource management services as described below, including allocation, scheduling, monitoring, and reporting of resources necessary to achieve the Client's project objectives. Deliverables, acceptance criteria, and performance standards shall be as set forth in this section and any attachments incorporated by reference.

Resource categories to be managed (check all that apply):

PAYMENT TERMS

In consideration for the services performed, the Client shall pay the Service Provider as set forth below.

TERM AND TERMINATION

This Agreement commences on and expires on , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to termination. For material breach, the non-breaching party may terminate after providing a cure period of days' written notice and an opportunity to cure.

Upon termination, the Service Provider shall deliver all work in progress and an itemized invoice for services performed up to the effective date of termination. Client shall pay for accepted work and reimbursable expenses incurred through the termination date.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other related to business operations, pricing, technical data, personnel, and other proprietary matters. Each party shall (i) maintain Confidential Information in strict confidence, (ii) use such information solely for performance under this Agreement, and (iii) restrict disclosure to employees or agents with a need to know and bound by confidentiality obligations no less protective than those herein.

The obligations in this section shall continue for a period of years following termination or expiration, except as to information that (a) is or becomes public through no fault of the receiving party, (b) was rightfully in the receiving party's possession prior to disclosure, or (c) is required to be disclosed by law, provided the disclosing party is given prompt notice and an opportunity to seek protective relief.

INSURANCE, INDEMNITY AND LIABILITY

The Service Provider shall maintain insurance customary for its industry, including general liability and workers' compensation, with minimum limits of or as otherwise required by applicable law. Upon request, the Service Provider will furnish certificates of insurance to the Client.

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from that party's negligence or willful misconduct in connection with performance under this Agreement, subject to customary defenses and limitations of liability as set forth in this Agreement.

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.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, representations and agreements, whether written or oral. Any amendment must be in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the assigning party's obligations. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing.

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