Free Project Agreement

This Project Agreement (the "Agreement") is made and entered into on [Month Day, Year], by and between:

[Your Company Name], a [State] corporation, with its principal place of business located at [Your Company Address] ("Company" or "First Party"),

and

[Your Partner Company Name / Second Party], a [State] corporation, with its principal place of business located at [Your Partner Company Name / Second Party Address] ("Client" or "Second Party").

Both parties agree to the terms outlined in this Agreement for the performance of the project as defined below.

1. PROJECT DESCRIPTION

The Client has engaged the Company to perform services related to the project, as further described below (the "Project"):

• Project Title: [Insert Project Title]

• Project Start Date: [Month Day, Year]

• Project End Date: [Month Day, Year]

Project Description: [Provide detailed project description, objectives, scope of work, deliverables, and milestones.]

2. SCOPE OF SERVICES

The Company agrees to provide the following services for the Project:

Phase 1: Planning and Research

• Client Consultation: Gather project requirements, goals, and budget.

• Market Research: Analyze market trends and competitors; deliver a Market Research Report.

• Strategy Development: Create and finalize the project strategy document.

Phase 2: Design and Development

• Creative Concept: Develop and present drafts of visual and written content.

• Content Creation: Produce all required content and marketing materials.

• Technical Development (if applicable): Build and test digital components.

• Review and Revisions: Incorporate feedback and refine deliverables.

Phase 3: Delivery and Launch

• Final Handover: Provide all completed project materials.

• Project Launch: Oversee the launch and initial performance.

• Post-Launch Support: Offer support and adjustments as necessary.

Final Deliverables

• Market Research Report

• Content Strategy Document

• Creative Assets

• Technical Components (if applicable)

• Final Project Report

Milestones

• Project Kickoff: [Month Day, Year]

• Completion of Phase 1: [Month Day, Year]

• Creative Drafts Review: [Month Day, Year]

• Development Completion: [Month Day, Year]

• Project Launch: [Month Day, Year]

The Company shall use its professional expertise to complete the services in accordance with the industry’s best practices and applicable US laws and standards.

3. RESPONSIBILITIES OF THE PARTIES

3.1 Responsibilities of the Company

• Ensure timely delivery of project deliverables according to the agreed-upon deadlines.

• Maintain clear and open communication with the Client to address any issues, modifications, or updates.

• Provide all necessary materials, personnel, and resources for the completion of the Project.

• Adhere to all applicable federal, state, and local laws and regulations in the performance of the Project.

3.2 Responsibilities of the Client

• Provide the Company with all relevant information, documentation, and materials necessary for the execution of the Project.

• Respond promptly to any queries or requests for feedback from the Company to avoid delays in project delivery.

• Approve project milestones and deliverables within [X] business days after receipt from the Company.

• Pay the agreed-upon fees as per the Payment Terms outlined in Section 5 of this Agreement.

4. TERM AND TERMINATION

4.1 Term

This Agreement shall commence on [Month, Day, Year], and shall remain in effect until the completion of the Project, or until terminated as per the provisions set forth in this Agreement.

4.2 Termination for Convenience

Either party may terminate this Agreement by providing thirty (30) days' written notice to the other party. In the event of termination, the Client agrees to compensate the Company for all work completed up to the termination date.

4.3 Termination for Cause

Either party may terminate this Agreement if the other party commits a material breach of any term of this Agreement and fails to remedy such breach within ten (10) business days of receiving written notice of the breach.

4.4 Effect of Termination

Upon termination, the Company shall deliver to the Client any and all completed and partially completed deliverables. The Client agrees to pay the Company for all work performed prior to termination, including any agreed-upon fees for partially completed deliverables.

5. PAYMENT TERMS

5.1 Fee Structure

The Client agrees to pay the Company for the services provided in connection with the Project as follows:

• Project Fee: [$0]

• Payment Schedule:

  • [0]% upon signing this Agreement, due within [0] days of the execution of this Agreement.

  • [0]% upon completion of [Milestone 1].

  • [0]% upon final delivery of the Project.

5.2 Late Payment

Any amounts not paid by the Client within [0] days of the due date shall accrue interest at a rate of [0]% per month until paid in full. If the Client fails to make payment within [0] days of the due date, the Company reserves the right to suspend work on the Project until full payment is received.

5.3 Expenses

The Client agrees to reimburse the Company for any pre-approved, out-of-pocket expenses incurred in the course of executing the Project. This may include, but is not limited to, travel expenses, equipment rentals, and third-party services.

6. CHANGES TO SCOPE OF WORK

Any changes to the Project scope, deliverables, or timeline must be mutually agreed upon in writing by both parties. Such changes may result in an adjustment to the Project Fee and/or the Project Timeline.

The Company shall not be obligated to perform any additional services unless both parties have signed a written Change Order detailing the amended scope, timeline, and compensation.

7. CONFIDENTIALITY

7.1 Confidential Information

Both parties acknowledge that in the course of performing the Project, they may have access to confidential and proprietary information (the "Confidential Information") of the other party. Each party agrees to protect and not to disclose the other party's Confidential Information, except as necessary to complete the Project.

7.2 Exceptions

Confidential Information does not include information that:

• Is already known to the receiving party at the time of disclosure.

• Becomes publicly known through no wrongful act of the receiving party.

• Is rightfully received from a third party without breach of this Agreement.

7.3 Return of Confidential Information

Upon termination or completion of the Project, each party agrees to return or destroy all copies of the other party’s Confidential Information in their possession.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Ownership of Work Product

Upon receipt of full payment for the Project, all work product, including but not limited to designs, reports, documents, and deliverables, created by the Company in connection with the Project (the "Work Product") shall become the exclusive property of the Client.

8.2 License to Use

The Company grants the Client a non-exclusive, perpetual, and royalty-free license to use any pre-existing intellectual property, such as proprietary software or processes, that is incorporated into the Work Product, provided that the use of such pre-existing intellectual property is limited to the Client's internal purposes.

9. LIMITATION OF LIABILITY

The Company shall not be liable for any indirect, incidental, or consequential damages, including but not limited to loss of profits, revenue, or data, arising out of the performance of this Agreement, even if advised of the possibility of such damages. The Company’s total liability under this Agreement shall not exceed the total amount of fees paid by the Client.

10. INDEMNIFICATION

The Client agrees to indemnify, defend, and hold harmless the Company from and against any and all claims, liabilities, damages, and expenses, including reasonable attorneys’ fees, arising from the Client’s breach of this Agreement or from the Client’s use of the Work Product.

11. DISPUTE RESOLUTION

In the event of any dispute arising under this Agreement, the parties agree to first attempt to resolve the dispute through informal negotiations. If the dispute cannot be resolved informally, the parties agree to submit the dispute to mediation in [Location].

If mediation fails, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitrator’s decision shall be final and binding on both parties.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties and supersedes all prior negotiations, agreements, and understandings, whether oral or written, relating to the subject matter of this Agreement.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. NOTICES

All notices required under this Agreement shall be in writing and shall be deemed given when delivered by hand, electronic mail, or mailed via certified mail to the parties at the addresses set forth below:

For Company:

• [Your Company Name]

• [Your Company Address]

• [Your Company Email]

For Client:

• [Your Partner Company Name]

• [Your Partner Company Address]

• [Your Partner Company Name / Second Party Email]

16. SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

[Your Name]

[Title]

[Your Company Name]

[Full Name]

[Title]

[Your Partner Company Name]

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