Project Management Agreement - Template, Sample Form Pro · US-law

PROJECT MANAGEMENT AGREEMENT

State of ________

This Project Management Agreement (this "Agreement") is entered into and made effective as of ________ (the "Effective Date"), by and between the following parties:

________ ("Client"), a corporation organized and existing under the laws of the State of ________, having its principal place of business at the following address:

________

and

________ ("Project Manager"), a corporation organized and existing under the laws of the State of ________, having its principal place of business at the following address:

________

Client and Project Manager may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client wishes to retain the Project Management Services (as defined below) of Project Manager;

WHEREAS, Project Manager has the skills, qualifications, and expertise required to provide the Project Management Services to Client; and

WHEREAS, Project Manager wishes to render such Project Management Services to Client.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article 1 — DEFINITIONS

As used in this Agreement:

A) "Project" means the following specific project that Project Manager will be leading for Client:

________

B) "Project Management Services" means the following specific services related to the Project that Project Manager will provide to Client under the terms and conditions set forth herein:

________

C) "Commencement Date" means the date Project Manager begins work on the Project Management Services for Client. The Commencement Date shall be ________.

D) "Completion Date" means the date that Project Manager will complete or cease the provision of Project Management Services to Client. The Completion Date shall be ________.

E) "Minimum Required Time" means the minimum amount of time that Project Manager must devote to the provision of Project Management Services under the terms of this Agreement. The Minimum Required Time is as follows:

________

Project Manager will keep Client apprised of how much time is being spent on the Project and will provide a breakdown of time upon Client's request. If Project Manager dedicates more than the Minimum Required Time to the Project, the Fees will not be increased unless prior written approval is given by Client and any such increase has been agreed to by both Parties. If Project Manager does not spend at least the Minimum Required Time in providing the Project Management Services, the Fees will be reduced pro rata for the percentage of the Minimum Required Time actually completed, or otherwise in accordance with the terms and conditions of this Agreement, unless otherwise agreed.

F) "Key Dates" means specific dates during the Project that Project Manager agrees to meet specific events or deadlines. The Key Dates shall be as follows:

________

G) "Fees" means the payment Client will pay to Project Manager for the rendering of the Project Management Services. Specifically, the Fees shall be as follows:

$________ (________), as a fixed fee for all Project Management Services rendered.

Article 2 — AGREEMENT

Subject to the terms and conditions of this Agreement, Project Manager hereby agrees to render the Project Management Services to Client, beginning on the Commencement Date and ending on the Completion Date, while meeting the specified Key Dates and utilizing at least the Minimum Required Time, at the Location directed by Client, as described below; and Client agrees to pay Project Manager the Fees required for the Project Management Services.

Article 3 — LOCATION

Project Manager will render the Project Management Services at the following location (the "Location"):

________

Article 4 — FEES

Client agrees to pay Project Manager the required Fees, as outlined elsewhere in this Agreement, for the provision of the Project Management Services, subject to the following terms and conditions:

A) Invoice Interval: Project Manager will be entitled to invoice Client at the following time period: ________.

B) Invoice Period: Client shall have the following time period in which to pay Project Manager's invoice from the date it is sent:

________

C) Method of Payment: Project Manager will accept the following forms of payment:

________

D) Expenses: Project Manager is permitted to charge for all reasonable and necessary costs and expenses incurred in performing the Project Management Services, including but not limited to traveling, photocopying, courier services, and postage, subject to Client's agreement. Expenses shall be pre-approved in advance by Client.

E) Penalties: If Client does not pay the invoiced and required amount by the date stated in the invoice or as otherwise provided for in this Agreement, Project Manager shall be entitled to:

I) charge interest on the outstanding amount at the rate of ________% per annum (________ percent per annum), or the maximum rate permitted by applicable law, whichever is less;

II) require Client to pay for the Project Management Services, or any remaining part of the Project Management Services, in advance;

III) cease performance of the Project Management Services completely or until payment is made, at Project Manager's sole and exclusive discretion.

F) Tax Statement: Any and all charges payable under this Agreement are exclusive of taxes, surcharges, or other amounts assessed by state or federal governments. Taxes imposed upon or required to be paid by Client or Project Manager shall be the sole and exclusive responsibility of each, respectively.

Article 5 — CLIENT OBLIGATIONS

During the provision of the Project Management Services, Client hereby agrees to:

A) cooperate with Project Manager for anything Project Manager may reasonably require;

B) provide any information and/or documentation needed by Project Manager relevant to the provision of Project Management Services or payment for the provision of Project Management Services;

C) require any staff or agents of Client to cooperate with and assist Project Manager as Project Manager may need;

D) make available to Project Manager, without fee or cost, any facilities, which may include, but are not limited to, a workspace, computer, or other physical equipment, that Project Manager may reasonably require.

Article 6 — INTELLECTUAL PROPERTY

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Any intellectual property provided by Client to Project Manager to assist in the provision of Project Management Services that was not created by Project Manager pursuant to this Agreement shall belong to Client. Any ancillary intellectual property belonging to Project Manager, provided or shown to Client in any way, that was not created by Client pursuant to this Agreement shall belong to Project Manager.

Article 7 — CONFIDENTIALITY

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A) Confidential Information refers to any information which is confidential and commercially valuable to either of the Parties. The Confidential Information may be in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs, or other oral or written knowledge and/or secrets and may pertain to, but is not limited to, the fields of research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property, and/or finance, or any other information which is confidential and commercially valuable to either of the Parties.

Confidential Information may or may not be disclosed as such, through labeling, but is to be considered any information which ought to be treated as confidential under the circumstances through which it was disclosed.

Confidential Information shall not mean any information which:

I) is known or available to the public at the time of disclosure or became known or available after disclosure through no fault of the Receiving Party;

II) is already known, through legal means, to the Receiving Party;

III) is given by the Disclosing Party to third parties, other than the Receiving Party, without any restrictions;

IV) is given to the Receiving Party by any third party who legally had the Confidential Information and the right to disclose it; or

V) is developed independently by the Receiving Party, and the Receiving Party can show such independent development.

B) "Trade Secret Information" shall be defined as any information that constitutes a trade secret under the applicable Uniform Trade Secrets Act as enacted in the governing state and under the Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq., including any formula, process, method, pattern, design, or other information that is not known or reasonably ascertainable by the public, consumers, or competitors and through which, and because of such secrecy, an economic or commercial advantage can be achieved.

C) Both Parties hereby agree that they shall:

I) not disclose the Proprietary Information via any unauthorized means to any third parties throughout the duration of this Agreement and the Parties' relationship with each other;

II) not disclose the Confidential Information via any unauthorized means to any third parties for a period of three (3) years following the termination of this Agreement;

III) not disclose the Trade Secret Information at any time, for as long as such information remains a trade secret under applicable law, to any third party;

IV) not use the Confidential Information or the Trade Secret Information for any purpose except those contemplated herein or expressly authorized by the Disclosing Party.

D) Notice of Immunity: Pursuant to 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Article 8 — NON-COMPETITION AND NON-SOLICITATION

During the course of this Agreement and for a period of one (1) year following the termination of this Agreement, Project Manager agrees, to the fullest extent permitted by applicable law, to refrain from engaging, directly or indirectly, in any form of commercial competition (including, but not limited to, through business, marketing, investment, or financial activities) with Client. Project Manager, as well as its employees, agents, and/or representatives, agree not to engage in any form of commercial competition either single-handedly or through the employment or contracting with a third party or organization. Specifically, Project Manager shall not:

A) use any of the Proprietary Information directly or indirectly to procure a commercial advantage over Client or otherwise use any designs, ideas, or concepts created by or belonging to Client without the express written consent of Client;

B) solicit the clients or customers of Client to provide services or supply goods to them of the same or a similar type to those provided by Client, during the course of this Agreement and for a period of one (1) year following the termination of this Agreement;

C) endeavor to entice away from Client, or employ or offer to employ, any person who is employed by Client during the term of this Agreement and for one (1) year following the termination of this Agreement, whether or not the person would commit a breach of his or her contract of employment by being enticed or accepting employment with them. This prohibition shall not apply to the recruitment of any such employee who has answered a bona fide advertisement or been recruited by an agency to Project Manager, if Project Manager has not given, directly or indirectly, any form of encouragement to that employee to do so.

The Parties acknowledge that the restrictions contained in this Article are reasonable and necessary to protect the legitimate business interests of Client. If any restriction in this Article is held by a court of competent jurisdiction to be unenforceable by reason of its scope, duration, or geographic area, the Parties agree that such restriction shall be reformed and enforced to the maximum extent permitted by applicable law.

Article 9 — WARRANTIES

Project Manager represents and warrants that it will perform the Project Management Services using reasonable care and skill consistent with the standards of a Project Manager in its field, and that any end products or materials given by Project Manager to Client under the terms and conditions of this Agreement will not infringe upon or violate the intellectual property rights or any other right of any third party.

Article 10 — LIMITATION OF LIABILITY

Except in cases of death or personal injury caused by either Party's negligence, or as otherwise prohibited by applicable law, either Party's liability in contract, tort, or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement shall be limited to the Fees paid by Client to Project Manager.

To the maximum extent permitted by applicable law, neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty, or otherwise for any loss, damage, costs, or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature, including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits, or business.

Article 11 — INDEMNITY

Client hereby agrees to indemnify and hold harmless Project Manager and all of Project Manager's agents, employees, and representatives against any and all damage, liability, and loss, as well as reasonable legal fees and costs, incurred as a result of the Project Management Services rendered under this Agreement or any transaction or matter connected with the Project Management Services or the relationship between Project Manager and Client. This clause shall not be read to provide indemnification for any Party in the event that a court of competent jurisdiction, rendering a final judgment, holds that the bad faith, gross negligence, or willful misconduct of that Party caused the damage, liability, or loss.

Article 12 — TIME FOR PERFORMANCE

Time shall be of the essence for the performance by Project Manager of its obligations under this Agreement. Any dates, periods, or times for performance specified in this Agreement are to be met, and in default thereof, Project Manager will be in breach of this Agreement.

Article 13 — TERMINATION

A) This Agreement may be terminated by either Party, upon notice in writing:

I) if the other Party commits a material breach of any term of this Agreement that is not capable of being remedied within fourteen (14) days, or that should have been remedied within fourteen (14) days after a written request and was not;

II) if the other Party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform;

III) if the other Party or its employees or agents engage in any conduct prejudicial to the business of the other, or in the event that either Party considers that a conflict or potential conflict of interest has arisen between the Parties.

B) This Agreement may be terminated by Project Manager if Client fails to pay any requisite Fees within seven (7) days after the date they are due, or if Project Manager becomes aware of any violation of law arising in connection with the Project. Project Manager may terminate this Agreement immediately, with no notice period, in writing.

If this Agreement is terminated before the expiration of its natural term, Client hereby agrees to pay for all Project Management Services rendered up to the date of termination, and for any and all expenditures due for payment after the date of termination for commitments reasonably made and incurred by Project Manager related to the rendering of Project Management Services prior to the date of termination.

Any termination under this Article shall not affect the accrued rights or liabilities of either Party under this Agreement or at law and shall be without prejudice to any rights or remedies either Party may be entitled to. Any provision or subpart of this Agreement that is meant to continue after termination or come into force at or after termination shall not be affected by this Article.

Article 14 — RELATIONSHIP OF THE PARTIES

The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship, or employment relationship between the Parties. Project Manager is engaged as an independent contractor and not as an employee of Client. Project Manager shall be solely responsible for the payment of any and all taxes, contributions, or other amounts due in connection with the Fees received under this Agreement.

Neither Party shall have the authority to bind, contract in the name of, or create a liability for the other Party in any manner whatsoever, except as expressly authorized in writing by that other Party.

Article 15 — GENERAL PROVISIONS

A) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of the State of ________ and any applicable federal law, without regard to its conflict-of-laws principles. Both Parties consent to the exclusive jurisdiction of the state and federal courts located in ________ County, State of ________. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature.

B) RENEWAL: The Parties may wish to renew this Agreement under the terms listed herein. If either Party desires renewal, it may express this in writing to the other Party at least thirty (30) days prior to termination. The Parties may then negotiate a renewal under these terms through a written addendum.

C) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

D) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party without the prior written consent of the other Party.

E) AMENDMENTS: This Agreement may only be amended in a writing signed by both Parties.

F) NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute a waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute a waiver of such term or any other term.

G) SEVERABILITY: If any provision or term of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision or term shall be severed from this Agreement and the remaining provisions and terms shall continue in full force and effect as if the invalid, illegal, or unenforceable provision had never been a part of this Agreement.

H) SURVIVAL: The provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement, including but not limited to those relating to confidentiality, intellectual property, limitation of liability, and indemnity, shall continue in full force and effect notwithstanding the termination or expiration of this Agreement.

I) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.

J) HEADINGS: Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.

K) COUNTERPARTS: This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute a single agreement.

L) FORCE MAJEURE: Project Manager is not liable for any failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, epidemics, pandemics, and other acts which may be due to unforeseen circumstances.

M) NOTICES; ELECTRONIC COMMUNICATIONS PERMITTED: Any notice to be given under this Agreement shall be in writing and shall be sent by first-class mail, airmail, or email, to the address of the relevant Party set out at the head of this Agreement, or to the relevant email address set out below, or to such other address as that Party may from time to time notify to the other Party in accordance with this clause. The relevant contact information for the Parties is as follows:

Project Manager:

________

Client:

________

Notices sent as above shall be deemed to have been received three (3) working days after the day of posting (in the case of inland first-class mail), or seven (7) working days after the date of posting (in the case of airmail), or the next working day after sending (in the case of email).

In proving the giving of a notice, it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and dispatched and dispatch of the transmission was confirmed and/or acknowledged, as the case may be.

EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

CLIENT

Name: ________

Representative Name: ________

Representative Signature: ____________________

Representative Title: ________

Date: ________

PROJECT MANAGER

Name: ________

Representative Name: ________

Representative Signature: ____________________

Representative Title: ________

Date: ________