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BMAD-METHOD/devKalla-Fordonscervice/_wds/workflows/1-project-brief/alignment-signoff/contract.template.md

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Project Contract

Project: {{project_name}}
Date: {{date}}
Client: {{client_name}}
Contractor: {{contractor_name}}
Contract Language: {{contract_language}}
Governing Law/Jurisdiction: {{governing_jurisdiction}}

Contract Philosophy: This contract is designed to be simple, fair, and clear - providing reliable terms that support a long-lasting working relationship between both parties.

1. Project Overview

The Realization

{{realization}}

Recommended Solution

{{recommended_solution}}

2. Business Model

Selected Model: {{business_model}}

{{business_model_description}}

{{business_model_terms}}

3. Scope of Work

The Path Forward

{{path_forward}}

Deliverables

Based on the path forward, the following deliverables will be provided:

{{deliverables_list}}

In Scope

The following work is explicitly included in this contract:

{{in_scope}}

Out of Scope

The following work is explicitly NOT included in this contract:

{{out_of_scope}}

Note: Any work outside the scope defined above requires a written Change Order (see Section 10: Not to Exceed Clause).

4. Our Commitment

{{our_commitment}}

Payment Terms

Total Contract Amount: {{total_amount}}

Payment Structure: {{payment_structure}}

Payment Schedule: {{payment_schedule}}

Background: Clear payment terms protect both parties and ensure fair compensation.

What it does: Defines when and how payments will be made.

Purpose:

  • Ensures supplier receives fair compensation for work
  • Provides client with clear payment expectations
  • Protects both parties from payment disputes
  • For fixed-price contracts, upfront payment is fair since supplier assumes cost overrun risk

Payment Terms Details:

  • Payment Method: {{payment_method}} (check, wire transfer, credit card, etc.)
  • Payment Due Dates: {{payment_due_dates}}
  • Late Payment: {{late_payment_terms}} (e.g., interest charges, work suspension)
  • Payment Conditions: {{payment_conditions}} (e.g., payment required before work begins, payment tied to deliverables)

For Fixed-Price Contracts: This is a fixed-price contract, meaning the contractor commits to deliver specified work for the agreed price, regardless of actual costs. Since the contractor assumes the risk of cost overruns, upfront payment (50-100%) is standard and fair. This demonstrates client commitment and enables the contractor to deliver quality work without cash flow concerns.

5. Timeline

{{timeline}}

Note: Timeline is based on the work plan outlined above and may be adjusted based on project requirements.

6. Why It Matters

{{why_it_matters}}

7. Expected Outcomes

The Value We'll Create

{{value_we_create}}

8. Risks and Considerations

Cost of Inaction

{{cost_of_inaction}}

9. Confidentiality

Confidentiality Clause

Background: This clause protects sensitive information shared during the project.

What it does: Both parties agree to keep project information confidential.

Purpose: Protects proprietary information, business strategies, trade secrets, and sensitive data.

Terms:

Both parties agree to:

  • Keep all project-related information confidential
  • Not disclose project details to third parties without written consent
  • Use confidential information solely for project purposes
  • Return or destroy confidential materials upon project completion or termination
  • Maintain confidentiality obligations even after project completion

Exceptions:

  • Information already publicly known
  • Information independently developed
  • Information required by law to be disclosed

Duration: Confidentiality obligations shall remain in effect for [X] years after project completion.

10. Not to Exceed Clause

Budget Cap

Background: This clause sets a maximum budget limit.

What it does: States that total costs will not exceed a specified amount without prior written approval.

Purpose:

  • Protects both parties from unexpected cost overruns
  • Ensures budget control
  • Prevents scope creep - Any work beyond the original scope requires approval and may affect the budget cap

Terms:

  • Total project costs shall not exceed {{not_to_exceed_amount}} without prior written approval from {{client_name}}
  • Any work that would exceed this amount must be approved in advance
  • If additional work is needed, a change order must be signed before proceeding
  • This cap includes all fees, expenses, and costs related to the project

Change Orders and Scope Control:

  • Any changes to scope that affect cost must be documented in a written change order
  • Change orders must be signed by both parties before work begins
  • Change orders may adjust the not-to-exceed amount if agreed upon
  • Scope creep prevention: Work outside the original scope (as defined in Section 2) requires a change order and approval before proceeding
  • This clause helps prevent gradual expansion of project scope without proper authorization

11. Terms and Conditions

Work Initiation

When work begins: {{work_initiation_date_or_condition}}

Background: This clause specifies exactly when the contractor is authorized to begin work.

What it does: Defines the start date or conditions that must be met before work begins.

Purpose:

  • Prevents unauthorized work before contract is fully executed
  • Establishes clear timeline expectations
  • Protects both parties by ensuring work only begins after proper authorization

Initiation conditions (select applicable):

  • Upon full execution of this contract (signatures from both parties)
  • On a specific date: {{specific_start_date}}
  • Upon receipt of initial payment/deposit
  • Upon written notice from {{client_name}}
  • Other: {{custom_initiation_condition}}

Project Initiation

This project is initiated upon approval of the project pitch. Project initiation is considered complete upon stakeholder approval.

Next Steps

After contract approval:

  1. Proceed to full Project Brief development
  2. Execute work plan as outlined above
  3. Deliverables will be provided according to the agreed timeline

Changes and Modifications

Any changes to scope, timeline, or investment must be agreed upon in writing by all parties.

Intellectual Property

Philosophy: Clear IP ownership prevents future disputes and protects both parties' interests.

All deliverables and work products created under this contract will be owned by {{client_name}} upon full payment, unless otherwise specified in writing. This ensures clarity and prevents misunderstandings about ownership rights.

Termination

Philosophy: Fair termination terms protect both parties while allowing for reasonable exit if needed.

Either party may terminate this agreement with [X] days written notice. Upon termination, payment is due for work completed to date. This ensures fair compensation for work done and reasonable notice for both parties to plan accordingly.

Dispute Resolution

Background: Defines how conflicts will be resolved if they arise.

What it does: Establishes the process for handling disagreements.

Purpose: Provides a clear path for resolving disputes without costly litigation when possible.

Method: {{dispute_resolution_method}} (mediation/arbitration/litigation)

Location: {{dispute_resolution_location}}

Any disputes arising from this contract shall be resolved through {{dispute_resolution_method}} in {{dispute_resolution_location}}.

Governing Law and Jurisdiction

Background: Determines which laws apply and where legal proceedings would take place.

What it does: Specifies the legal framework and court system that governs the contract.

Purpose: Provides legal clarity and predictability for both parties.

Governing Law: This contract shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

Jurisdiction: Any legal proceedings arising from this contract shall be subject to the exclusive jurisdiction of the courts of {{governing_jurisdiction}}.

Contract Language: This contract is executed in {{contract_language}}. In case of translation, the {{contract_language}} version shall prevail.

12. Approval

Client Approval:

Signature: _________________
Name: {{client_name}}
Date: _______________

Contractor Approval:

Signature: _________________
Name: {{contractor_name}}
Date: _______________

Appendix

Reference Documents

  • Project Pitch: docs/1-project-brief/pitch.md
  • Project Brief: (To be created after contract approval)

This contract is based on the project pitch dated {{date}}.