# 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.

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## 1. Project Overview

### The Realization

{{realization}}

### Recommended Solution

{{recommended_solution}}

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## 2. Business Model

**Selected Model**: {{business_model}}

{{business_model_description}}

{{business_model_terms}}

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## 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).

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## 4. Our Commitment

{{our_commitment}}

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### 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.

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## 5. Timeline

{{timeline}}

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

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## 6. Why It Matters

{{why_it_matters}}

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## 7. Expected Outcomes

### The Value We'll Create

{{value_we_create}}

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## 8. Risks and Considerations

### Cost of Inaction

{{cost_of_inaction}}

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## 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.

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## 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

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## 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}}.

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### 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.

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## 12. Approval

**Client Approval**:

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

**Contractor Approval**:

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

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## Appendix

### Reference Documents

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

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

