Project Management Scope of Work Template

PROJECT MANAGEMENT SERVICES AGREEMENT

Document ID: PM-SOW-2024-V1
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: [State/Country]

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LEGAL COMPLIANCE NOTICE

This document is a formal legal instrument. It is provided for informational and drafting purposes and does not constitute final legal advice. Laws governing service agreements, intellectual property, and liability limitations vary significantly by jurisdiction. Counsel strongly recommends that this document be reviewed by licensed legal practitioners in the applicable governing jurisdiction prior to execution to ensure compliance with local statutes and industry-specific regulations.

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1. PARTIES

This Project Management Services Agreement ("Agreement") is entered into as of the Effective Date by and between:

[Company Full Legal Name], a [State of Incorporation] corporation, having its principal place of business at [Principal Address] ("Company"), and

[Client Full Legal Name], a [State of Incorporation] corporation, having its principal place of business at [Principal Address] ("Client").

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2. SCOPE OF SERVICES

Company shall provide professional project management services as detailed in the attached "Exhibit A: Statement of Work." Company shall utilize commercially reasonable efforts to perform such services in accordance with the professional standards of the project management industry. Any material deviation from the Scope of Services must be documented via a written Change Order signed by both parties.

3. COMPENSATION & PAYMENT TERMS

3.1 Fees. Client shall pay Company the sum of [Amount in USD] for services rendered, payable in accordance with the milestones outlined in Exhibit A.
3.2 Invoicing. Company shall submit invoices upon the completion of agreed milestones. Payment shall be due within thirty (30) days of the invoice date.
3.3 Late Payments. Any undisputed payments not received by the due date shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
3.4 Expenses. Client shall reimburse Company for pre-approved, documented out-of-pocket expenses incurred in the performance of services.

4. TERM & TERMINATION

4.1 Term. This Agreement shall commence on the Effective Date and remain in effect until completion of the services, unless terminated earlier pursuant to this Section 4.
4.2 Termination for Convenience. Either party may terminate this Agreement upon thirty (30) days’ prior written notice.
4.3 Termination for Breach. 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 fifteen (15) days of receiving written notice of the breach.
4.4 Effect of Termination. Upon termination, Client shall pay Company for all services performed and expenses incurred through the effective date of termination.

5. INTELLECTUAL PROPERTY & WORK MADE FOR HIRE

All deliverables, reports, and documentation ("Work Product") created by Company specifically for the Client under this Agreement shall be deemed "work made for hire" to the extent permitted by law. To the extent any Work Product does not qualify as work made for hire, Company hereby irrevocably assigns to Client all right, title, and interest in and to such Work Product upon full payment of all fees due under this Agreement.

6. MUTUAL CONFIDENTIALITY

The parties agree to hold all non-public, proprietary, or confidential information (the "Confidential Information") received from the other party in strict confidence. Neither party shall disclose Confidential Information to any third party without the express written consent of the disclosing party, except as required by law or to employees/contractors with a "need to know" who are bound by similar confidentiality obligations.

7. REPRESENTATIONS & WARRANTIES

Company warrants that it has the requisite skill and experience to perform the services and that the services will be performed in a professional manner. Client warrants that it has full power and authority to enter into this Agreement and to provide Company with the necessary data, assets, and authorizations to perform the services.

8. LIMITATION OF LIABILITY & INDEMNIFICATION

8.1 Limitation. To the maximum extent permitted by law, the total liability of Company arising out of or related to this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by Client to Company under this Agreement during the twelve (12) months preceding the claim.
8.2 Indemnification. Each party agrees to indemnify and hold harmless the other party from and against any third-party claims, losses, or damages arising out of the indemnifying party’s gross negligence or willful misconduct in connection with this Agreement.

9. DISPUTE RESOLUTION & GOVERNING LAW

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [Governing Jurisdiction], without regard to its conflict of law principles.
9.2 Dispute Resolution. Any dispute arising out of or related to this Agreement shall be submitted to binding arbitration under the rules of the American Arbitration Association in the jurisdiction of [City, State]. The prevailing party shall be entitled to recover reasonable attorney's fees and costs.

10. MISCELLANEOUS

10.1 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed, and the remainder of the Agreement shall remain in full force and effect.
10.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings, written or oral.
10.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

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11. EXECUTION

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

FOR [CLIENT NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Client Legal Name]
Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Replace all bracketed text [...] with specific, accurate information. Ensure the "Exhibit A" (Statement of Work) is drafted with granular detail regarding project timelines and payment milestones.
2. Internal Review: Have your organization’s contract operations team verify that the Governing Jurisdiction aligns with your corporate headquarters.
3. Verification of Authority: Before signing, confirm the signatory has documented "Delegated Authority" or Corporate Board Resolution to execute service agreements of this financial magnitude.
4. Digital Signature: Upload the final document to a platform like DocuSign or Adobe Sign. Use the "Add Signature" field for both parties. Ensure the "Audit Trail" feature is enabled to capture IP addresses and timestamps for each signature.
5. Record Retention: Post-execution, store the signed PDF in a secure, encrypted Legal Repository (e.g., SharePoint, Box, or CLM software). Retain for a minimum of seven (7) years post-termination to account for potential statute of limitation periods on breach of contract claims.