Upgrade Project Status

UPGRADE PROJECT STATUS AGREEMENT

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client is the owner or authorized representative of the project identified as Project Name: (Project ID: ); and

WHEREAS, Service Provider possesses the technical expertise and resources to perform the upgrade services necessary to move the project's status as described below; and

WHEREAS, the parties desire to set forth the terms, scope, payment, and schedule associated with the Upgrade and to memorialize approvals and responsibilities.

Agreement

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

Scope of Work

Estimated Completion Date:

Payment Terms

Total Upgrade Fee: (USD)

Late Payment Fee: of outstanding amount per month or the maximum allowed by applicable law, whichever is less.

Term and Termination

Agreement Effective Date:

Anticipated Completion / End Date:

Either party may terminate this Agreement for material breach if such breach remains uncured for days after written notice specifying the nature of the breach. In addition, the Client may terminate for convenience upon payment of fees for work performed and reasonable wind-down costs.

Confidentiality

Each party shall maintain as confidential all non-public information disclosed in connection with the Upgrade, including technical specifications, pricing, business processes, and data. Confidential information shall be used solely for performance under this Agreement and may not be disclosed to third parties except to those employees or contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement have been duly authorized by all necessary corporate or organizational action.

Entire Agreement

This Agreement, together with any attachments, exhibits, or statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the Upgrade and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modifications to this Agreement must be in writing and signed by authorized representatives of both parties.

Approvals

By signing below, the undersigned represent that they are authorized to bind their respective party to the terms of this Agreement and that the Upgrade described herein is approved for commencement in accordance with internal governance requirements.

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