Task Specification Document

TASK SPECIFICATION DOCUMENT

Task Reference No.:    Effective Date:

Parties

Recitals

WHEREAS, Client seeks to procure certain professional services and deliverables described in this Task Specification, and Contractor represents that it has the skill, experience, and resources necessary to perform the stated work in accordance with the terms of this document; and

WHEREAS, the Parties desire to set forth the specific scope, schedule, payment terms, and acceptance criteria for the task referenced above so that Contractor may perform and Client may accept deliverables under the conditions herein; and

WHEREAS, this Task Specification Document is incorporated by reference into any underlying agreement between the Parties governing the relationship, and where no separate master agreement exists, these terms shall govern the specific task identified herein.

Scope of Work

Milestones & Schedule

Milestone 1 — Description:

Due Date:    Payment on Completion:

Milestone 2 — Description:

Due Date:    Payment on Completion:

Payment Terms

Invoices shall be submitted by Contractor upon completion of each invoiceable milestone and shall include reasonable supporting documentation. Client will pay undisputed invoices within days of receipt.

Late Payment Fee: Contractor may charge interest on overdue amounts at % per month (or the maximum lawful rate, if lower), calculated from the date payment was due until paid in full.

Expenses: Contractor will bear routine expenses    Client will reimburse pre-approved, reasonable out-of-pocket expenses upon submission of receipts.

Change Orders

Any change to scope, schedule, deliverables, or price must be documented in a written change order signed by authorized representatives of both Parties. The change order will describe the change, the adjusted price or schedule, and any effect on acceptance criteria. Contractor is not required to commence changed work until a signed change order is executed.

Term and Termination

This Task commences on: and will continue until: unless earlier terminated pursuant to this section.

Either Party may terminate this Task for convenience upon days' prior written notice. Either Party may terminate immediately for material breach if the breaching Party fails to cure within thirty (30) days after written notice of such breach.

Confidentiality

Each Party will keep confidential all non-public information disclosed by the other Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the recipient; (b) was in recipient's possession prior to disclosure as shown by written records; (c) is lawfully received from a third party without restriction; or (d) is independently developed by recipient without use of the discloser's Confidential Information.

The receiving Party will protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care, and will not disclose such information except to employees, contractors, or professional advisors with a need to know and who are bound to maintain confidentiality. The obligations in this section survive termination of this Task for a period of three (3) years.

Intellectual Property

Unless otherwise agreed in writing, Contractor assigns to Client all right, title, and interest in and to Work Product created specifically for Client under this Task, including copyrights and patentable inventions. Contractor retains ownership of its pre-existing tools, methodologies, and general know-how, and grants Client a non-exclusive, perpetual license to any such materials incorporated in the Work Product solely to the extent necessary to use the Work Product.

Liability and Indemnification

Except for liability arising from willful misconduct or gross negligence, each Party's aggregate liability to the other arising out of or relating to this Task is limited to the total amounts actually paid by Client for the specific Task during the twelve (12) months preceding the claim. Contractor will indemnify Client for third-party claims to the extent caused by Contractor's willful misconduct or breach of confidentiality.

Governing Law

This Task is governed by and construed in accordance with the laws of: without regard to choice-of-law principles. The Parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising under this Task.

Entire Agreement

This Task Specification Document, together with any executed change orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment must be in writing and executed by authorized representatives of both Parties.

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