Project Management Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

PROJECT MANAGEMENT AGREEMENT

This Project Management Agreement ("Agreement") is made and entered into as of {{effective_date}} ("Effective Date")

BY AND BETWEEN:

**{{client_company_name}}**, a company duly incorporated under the laws of {{client_jurisdiction}}, with its principal place of business at {{client_address}} (hereinafter referred to as "the Client").

AND

**{{project_manager_company_name}}** [or **{{project_manager_name}}** if individual], a company duly incorporated under the laws of {{project_manager_jurisdiction}} [or an individual residing at {{project_manager_address}}], with its principal place of business at {{project_manager_address}} (hereinafter referred to as "the Project Manager").

Collectively referred to as "the Parties".

1. DEFINITIONS

**1.1. "Project"** means the undertaking described in Schedule A, including all related tasks, deliverables, and objectives.

**1.2. "Services"** means the project management services to be provided by the Project Manager as detailed in Schedule B.

**1.3. "Deliverables"** means all tangible and intangible output, reports, plans, and documentation produced by the Project Manager in the course of providing the Services.

2. ENGAGEMENT AND SCOPE OF SERVICES

**2.1. Engagement:** The Client hereby engages the Project Manager to provide, and the Project Manager hereby agrees to perform, the Services for the Project, in accordance with the terms and conditions of this Agreement.

**2.2. Scope of Services:** The Project Manager shall perform the services as detailed in **Schedule B (Scope of Services)**, which may include, but are not limited to, project planning, execution, monitoring, control, and closure, as well as stakeholder communication, risk management, and resource allocation.

3. TERM AND TERMINATION

**3.1. Term:** This Agreement shall commence on the Effective Date and shall continue until the completion of the Project, as defined in Schedule A, or until terminated earlier in accordance with the provisions of this Agreement.

**3.2. Termination for Convenience:** Either Party may terminate this Agreement for convenience by providing {{notice_period}} days' written notice to the other Party.

**3.3. Termination for Cause:** Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach of this Agreement and fails to cure such breach within {{cure_period}} days after receiving written notice thereof.

4. FEES AND PAYMENT

**4.1. Fees:** The Client shall pay the Project Manager fees for the Services as set out in **Schedule C (Fees and Payment Schedule)**.

**4.2. Invoicing:** The Project Manager shall submit invoices to the Client in accordance with the payment schedule in Schedule C.

**4.3. Payment Terms:** All undisputed invoices shall be paid by the Client within {{payment_due_days}} days of the invoice date.

**4.4. Expenses:** The Client shall reimburse the Project Manager for pre-approved, reasonable, and necessary out-of-pocket expenses incurred in the performance of the Services, provided such expenses are supported by appropriate documentation.

5. CONFIDENTIALITY

**5.1. Confidential Information:** Both Parties acknowledge that they may have access to confidential and proprietary information belonging to the other Party. Confidential Information includes, but is not limited to, business plans, financial information, client data, technical data, marketing strategies, and any information designated as confidential.

**5.2. Non-Disclosure:** The Parties agree not to disclose, directly or indirectly, any Confidential Information to any third party without the prior written consent of the disclosing Party, both during the term of this Agreement and after its termination.

**5.3. Exceptions:** This obligation of confidentiality shall not apply to information that: (a) is or becomes publicly known through no fault of the receiving Party; (b) was known to the receiving Party prior to its disclosure by the disclosing Party; (c) is independently developed by the receiving Party without use of or reference to the Confidential Information; or (d) is required to be disclosed by law or by a governmental authority.

6. INTELLECTUAL PROPERTY

**6.1. Ownership of Work Product:** All intellectual property rights in any Deliverables created by the Project Manager in the course of performing the Services shall vest in and be the sole property of the Client upon full payment of all fees due under this Agreement.

**6.2. License for Pre-existing Materials:** To the extent that any pre-existing intellectual property of the Project Manager is incorporated into the Deliverables, the Project Manager grants the Client a perpetual, non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and distribute such pre-existing intellectual property as part of the Deliverables.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

**7.1. Indemnification:** Each Party shall indemnify and hold harmless the other Party from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with any breach of this Agreement or any negligent or willful act or omission by the indemnifying Party.

**7.2. Limitation of Liability:** Neither Party shall be liable to the other Party for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunity, arising out of or in connection with this Agreement, regardless of the form of action, whether in contract, tort (including negligence), or otherwise, even if advised of the possibility of such damages. The total aggregate liability of the Project Manager under this Agreement shall not exceed the total fees paid by the Client to the Project Manager under this Agreement.

8. GOVERNING LAW AND DISPUTE RESOLUTION

**8.1. Governing Law:** This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

**8.2. Dispute Resolution:** Any dispute, controversy, or claim arising out of or relating to this Agreement, including the breach, termination, or validity thereof, shall be resolved through good faith negotiations between the Parties. If the dispute cannot be resolved through negotiation within {{negotiation_period}} days, the Parties agree to first attempt to settle the dispute through mediation facilitated by a mutually agreed-upon mediator. If mediation is unsuccessful, the dispute shall be submitted to final and binding arbitration in {{arbitration_location}} in accordance with the rules of {{arbitration_institution}}.

9. ENTIRE AGREEMENT

This Agreement, including all attached Schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.

10. SIGNATURES

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

**FOR THE CLIENT:**

______________________________

Name: {{client_signatory_name}}

Title: {{client_signatory_title}}

Date: {{client_signature_date}}

**FOR THE PROJECT MANAGER:**

______________________________

Name: {{project_manager_signatory_name}}

Title: {{project_manager_signatory_title}}

Date: {{project_manager_signature_date}}

**Schedule A: Project Description**

{{project_description_details}}

**Schedule B: Scope of Services**

{{scope_of_services_details}}

**Schedule C: Fees and Payment Schedule**

{{fees_and_payment_schedule_details}}