Project Management Scope of Work Sample

MASTER SERVICES AGREEMENT: PROJECT MANAGEMENT ENGAGEMENT

Document ID: MSA-PM-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: State of [Jurisdiction, e.g., Delaware]

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STATUTORY & LEGAL COMPLIANCE NOTICE

This document is a formal template drafted for institutional use. It does not constitute specific legal advice. Given that contract enforceability is subject to local statutes (e.g., UCC, common law variations, and international trade laws), this document must be reviewed by qualified legal counsel in the applicable jurisdiction prior to execution to ensure compliance with localized regulatory requirements.

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1. PARTIES

This Master Services Agreement (“Agreement”) is entered into as of the [Effective Date] (the "Effective Date") by and between:

[Company Full Legal Name], a [State of Incorporation] [Entity Type, e.g., Corporation], with its principal place of business at [Principal Address] (“Company”); and

[Client Full Legal Name], a [State of Incorporation] [Entity Type], with its principal place of business at [Principal Address] (“Client”).

2. RECITALS

WHEREAS, Company is a professional service provider specializing in project management; and WHEREAS, Client desires to engage Company to provide specific project management services as defined herein, and Company agrees to provide such services under the terms and conditions set forth below.

3. SCOPE OF SERVICES

Company shall provide comprehensive project management services (the "Services") as detailed in the attached Exhibit A (Statement of Work). Company shall perform the Services in a professional, workmanlike manner, utilizing commercially reasonable efforts to meet project milestones, timelines, and deliverables. Any modifications to the scope of work must be executed via a written Change Order signed by authorized representatives of both parties.

4. COMPENSATION & PAYMENT TERMS

4.1. Fees. Client shall pay Company the sum of $[Amount in USD] for the completion of the Services, payable in accordance with the milestone schedule set forth in Exhibit A. 4.2. Invoicing. Company shall submit invoices upon the completion of agreed-upon milestones. Payment shall be due within [30] days of the date of the invoice. 4.3. Late Payments. Any undisputed amounts not paid when due shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. 4.4. Expenses. Client shall reimburse Company for pre-approved, reasonable out-of-pocket expenses incurred in the performance of Services, provided such expenses are documented via receipt.

5. TERM & TERMINATION

5.1. Term. This Agreement shall commence on the Effective Date and continue until the completion of the Services or until terminated as provided herein. 5.2. Termination for Convenience. Either party may terminate this Agreement upon [30] days’ prior written notice. In such event, Client shall pay Company for all Services performed and expenses incurred up to the date of termination. 5.3. Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach and fails to cure such breach within [15] days of receiving written notice of said breach.

6. INTELLECTUAL PROPERTY & WORK MADE FOR HIRE

All deliverables, reports, documentation, and other materials created by Company specifically for Client pursuant to this Agreement (“Work Product”) shall be deemed “works made for hire” to the extent permitted by law. To the extent any Work Product does not qualify as a work made for hire, Company hereby assigns to Client all right, title, and interest in and to such Work Product upon full payment of all fees due. Company retains all rights to its pre-existing intellectual property and methodology.

7. MUTUAL CONFIDENTIALITY

The parties agree to hold in strict confidence all proprietary, financial, and technical information disclosed during the course of this engagement (“Confidential Information”). Neither party shall disclose such information to third parties without prior written consent, except as required by law or to legal/financial advisors bound by similar confidentiality obligations.

8. REPRESENTATIONS & WARRANTIES

Company warrants that (a) it has the full right and authority to enter into this Agreement; and (b) the Services will be performed in accordance with industry standards. Client warrants that it has the authority to engage Company and shall provide timely access to information and personnel required for the performance of the Services.

9. LIMITATION OF LIABILITY & INDEMNIFICATION

9.1. Limitation of Liability. Neither party shall be liable for indirect, incidental, or consequential damages. The aggregate liability of Company for any claims arising out of this Agreement shall not exceed the total amount paid by Client to Company under this Agreement during the twelve (12) months preceding the claim. 9.2. Indemnification. Each party (the "Indemnifying Party") agrees to indemnify and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, damages, or expenses arising from the Indemnifying Party’s gross negligence, willful misconduct, or breach of this Agreement.

10. DISPUTE RESOLUTION & GOVERNING LAW

10.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [Jurisdiction], without regard to its conflict of law principles. 10.2. Arbitration. Any controversy or claim arising out of this Agreement shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, conducted in [City, State].

11. MISCELLANEOUS

11.1. Severability. If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect. 11.2. Entire Agreement. This document constitutes the entire agreement between the parties and supersedes all prior discussions, understandings, or agreements. 11.3. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

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EXECUTION & SIGNATURE BLOCKS

FOR [COMPANY FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [CLIENT FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Information Population: Open the document in your preferred word processor. Use the "Find and Replace" function (Ctrl+H) to ensure every bracketed field (e.g., [Company Full Legal Name]) is replaced with the correct entity/data point.
2. Review: Have your department head or legal counsel verify that the "Amount in USD" and "Governing Jurisdiction" match the specific project requirements.
3. Execution: Use a secure, audit-trailed digital signing platform such as DocuSign, Adobe Sign, or HelloSign. Ensure that the signatories are authorized officers of their respective entities (check corporate bylaws or board resolutions).
4. Counterparts: If signing in physical form, ensure both parties retain one original executed document. If digital, the platform will automatically provide a certified "Certificate of Completion" or "Audit Trail."
5. Retention: File the executed MSA and the specific Statement of Work (Exhibit A) in a centralized, encrypted Legal Repository/Contract Lifecycle Management (CLM) system. Ensure a "Reminder Date" is set 60 days prior to any termination or renewal milestones.