Project Agreement (Standalone)
PROJECT AGREEMENT
BETWEEN:
[CLIENT LEGAL NAME] (ABN/ACN: [CLIENT ABN/ACN])
of [CLIENT ADDRESS]
("Client")
AND:
Panther & Cub Pty Ltd (ABN: [YOUR ABN])
of Sydney, NSW, Australia
("Service Provider" or "Panther & Cub")
EFFECTIVE DATE: [DATE]
1. PROJECT OVERVIEW
Project Name: [PROJECT NAME]
Project Type: [e.g., Website Development / Marketing Campaign / Platform Migration]
Project Description:
[Detailed description of the project, including objectives, business context, and expected outcomes]
2. SCOPE OF WORK
2.1 Services
Service Provider will provide the following services:
[Detailed list of services to be provided. Be specific about what is included.]
2.2 Deliverables
The following deliverables will be provided to Client:
| Deliverable | Description | Target Date |
|---|---|---|
| [Deliverable 1] | [Description] | [DD/MM/YYYY] |
| [Deliverable 2] | [Description] | [DD/MM/YYYY] |
| [Deliverable 3] | [Description] | [DD/MM/YYYY] |
2.3 Standards and Quality
All deliverables will meet professional industry standards including:
- Testing and quality assurance
- Cross-browser/device compatibility (for web projects)
- Performance optimization
- Security best practices
- Complete documentation
2.4 Out of Scope
The following are explicitly excluded from this project:
- [Exclusion 1]
- [Exclusion 2]
- [Exclusion 3]
Any work beyond the defined scope requires a written change order per Section 5.
3. TIMELINE AND MILESTONES
Project Start Date: [DD/MM/YYYY]
Estimated Completion Date: [DD/MM/YYYY]
Milestones:
| Phase | Milestone | Description | Target Date |
|---|---|---|---|
| 1 | Kickoff & Discovery | [Description] | [DD/MM/YYYY] |
| 2 | [Milestone Name] | [Description] | [DD/MM/YYYY] |
| 3 | [Milestone Name] | [Description] | [DD/MM/YYYY] |
| 4 | Final Delivery | [Description] | [DD/MM/YYYY] |
Timeline Contingencies:
Timelines are estimates based on Client meeting responsibilities outlined in Section 7. Delays caused by Client may result in timeline extensions. Service Provider will communicate promptly if timelines need adjustment.
4. FEES AND PAYMENT
4.1 Project Fee
Total project fee: [CURRENCY] $[AMOUNT] (exclusive of GST/taxes and approved expenses)
4.2 Payment Schedule
Payments are due as follows:
| Payment | Amount | Due Date | Trigger |
|---|---|---|---|
| Deposit | [CURRENCY] $[AMOUNT] (30%) | Upon execution | SOW signature |
| Milestone Payment | [CURRENCY] $[AMOUNT] (40%) | [DD/MM/YYYY] | Milestone [X] completion |
| Final Payment | [CURRENCY] $[AMOUNT] (30%) | [DD/MM/YYYY] | Project completion |
OR for larger projects:
| Payment | Amount | Due Date | Trigger |
|---|---|---|---|
| Payment 1 | [CURRENCY] $[AMOUNT] (25%) | Upon execution | SOW signature |
| Payment 2 | [CURRENCY] $[AMOUNT] (25%) | [DD/MM/YYYY] | 25% completion |
| Payment 3 | [CURRENCY] $[AMOUNT] (25%) | [DD/MM/YYYY] | 75% completion |
| Payment 4 | [CURRENCY] $[AMOUNT] (25%) | [DD/MM/YYYY] | Project completion |
4.3 Invoice Terms
- All invoices are due within seven (7) days of invoice date ("Net 7")
- Payment may be made by bank transfer, credit card (Stripe), PayPal, or wire transfer
- Late payments incur 2% monthly interest (or maximum legal rate, whichever is less)
- Service Provider may suspend work if payment is more than 14 days overdue
4.4 Taxes
All fees are exclusive of applicable taxes. Client is responsible for all sales tax, GST, VAT, and similar taxes (excluding taxes on Service Provider's income).
4.5 Expenses
The following expenses are [INCLUDED / NOT INCLUDED]:
Expenses not included in the project fee require Client approval before being incurred and will be invoiced separately with reasonable documentation.
5. CHANGE ORDERS
5.1 Scope Changes
Changes to the project scope must be documented in writing and approved by both parties before work proceeds. Changes will be categorized as:
Small changes (< 2 hours):
- Handled and noted for reconciliation at project end
- No formal change order required
Medium changes (2-10 hours):
- Impact assessment provided within 2 business days
- Quote for additional time/cost
- Requires written approval before proceeding
Large changes (10+ hours):
- Formal change order with updated scope, timeline, and pricing
- Requires signed agreement before proceeding
5.2 Rush Work
Work requested with compressed timelines (50%+ faster than originally agreed) qualifies as rush work and carries a fifty percent (50%) premium. Rush work is subject to Service Provider's availability and existing commitments.
6. REVISIONS AND APPROVAL
6.1 Revision Rounds
Each milestone includes up to three (3) rounds of revisions. Additional revisions beyond this allowance will be provided at Service Provider's hourly rate of [RATE] or via change order.
6.2 Feedback Process
Client agrees to:
- Provide consolidated feedback (all stakeholders' comments in one response)
- Deliver feedback within [48-72 hours / 5 business days] of receiving deliverables
- Use specific, actionable language with clear priorities (critical vs. nice-to-have)
- Include screenshots or examples where helpful
6.3 Milestone Approval
Client will formally approve or request changes to each milestone within [5 business days] of delivery. Approval may be in writing or via email. Failure to respond within this timeframe constitutes acceptance.
7. CLIENT RESPONSIBILITIES
7.1 Access and Materials
Client will provide by [DATE]:
- Platform access (admin level) to: [LIST PLATFORMS]
- Domain and hosting access (if applicable)
- Brand assets: logos, fonts, color codes, style guides
- [Specific requirement]
- [Specific requirement]
- [Specific requirement]
7.2 Content and Assets
Client will provide by [DATE]:
- All copy and text content
- Images and graphics
- Product information and pricing
- Legal pages (privacy policy, terms, etc.)
- [Other content requirements]
7.3 Availability and Communication
Client agrees to:
- Attend scheduled check-in meetings ([FREQUENCY], [DURATION])
- Respond to questions and requests within [24-48 hours]
- Designate [NAME/ROLE] as primary decision-maker with approval authority
- Provide timely approvals per Section 6.3
7.4 Impact of Delays
The #1 cause of project delays is waiting for client access, materials, or approvals. Service Provider will make reasonable efforts to accommodate delays, but timeline extensions may be necessary if Client responsibilities are not met promptly.
8. POST-LAUNCH SUPPORT
8.1 Support Period
Service Provider will provide thirty (30) days of post-launch support from the project completion date at no additional cost.
8.2 Support Includes
- Bug fixes and error resolution
- Performance monitoring and optimization
- Documentation clarification
- Training and handoff assistance
8.3 Support Excludes
- New features or functionality
- Scope additions
- Issues caused by Client modifications
- Issues caused by third-party actions or services
- Ongoing maintenance beyond 30 days
8.4 Post-Support
After the 30-day support period, Service Provider remains available for:
- Ad-hoc support at hourly rates
- Ongoing maintenance retainers
- Additional projects or enhancements
9. INTELLECTUAL PROPERTY
9.1 Ownership of Deliverables
Upon receipt of full payment for this project, all intellectual property rights in custom work created specifically for Client under this Agreement transfer to Client. This includes:
- Custom code, themes, and development work
- Photography, video, and design files
- Written content and documentation
- Custom graphics and creative assets
9.2 Pre-Existing Materials
Service Provider retains all rights to:
- Pre-existing intellectual property, tools, frameworks, and methodologies
- General knowledge, skills, and experience
- Work created for other clients
Client receives a non-exclusive license to use any pre-existing materials incorporated into deliverables for their intended business purpose.
9.3 Third-Party Materials
If third-party materials (stock photos, fonts, plugins, etc.) are incorporated into deliverables, Client is responsible for complying with applicable licenses. Service Provider will identify any such materials requiring separate licensing.
9.4 Third-Party Accounts
For services involving advertising or marketing platforms:
- All accounts are created under Client's business entity
- Client owns all account data, audiences, and historical performance
- Service Provider serves as administrator only
- Upon completion, Service Provider will transfer or remove admin access as requested
9.5 Portfolio Rights
Service Provider may request permission to feature the work in its portfolio, case studies, or marketing materials. This is opt-in only and requires Client's explicit written approval. Client may:
- Approve full use (visuals, metrics, testimonials)
- Approve limited use (visuals only, no metrics/details)
- Request anonymity (showcase work without naming Client)
- Decline entirely (work remains confidential)
Portfolio usage rights may be revoked by Client at any time.
10. CONFIDENTIALITY
10.1 Confidential Information
Both parties agree to maintain the confidentiality of any proprietary or confidential information received during this engagement. This includes:
- Business strategies and financial information
- Customer and supplier data
- Technical information and source code
- Marketing plans and strategies
- Trade secrets
10.2 Exclusions
Confidential information does not include information that:
- Is or becomes publicly available through no breach
- Was known prior to disclosure
- Is independently developed
- Is required to be disclosed by law (with prompt notice)
10.3 Duration
Confidentiality obligations survive termination of this Agreement for two (2) years.
11. WARRANTIES AND DISCLAIMERS
11.1 Service Provider Warranties
Service Provider warrants that:
a) Services will be performed professionally and consistent with industry standards
b) Service Provider has authority to enter this Agreement and perform services
c) Deliverables will not infringe third-party intellectual property rights to Service Provider's knowledge
d) Service Provider maintains professional indemnity insurance
11.2 Client Warranties
Client warrants that:
a) Client has authority to enter this Agreement
b) Materials provided do not infringe third-party rights
c) Client has necessary rights and permissions for all provided content
11.3 Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED ABOVE, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. SERVICE PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
11.4 No Guarantee of Results
Service Provider does not guarantee specific business outcomes, revenue, rankings, traffic, conversions, or other results. Marketing, SEO, and similar services are subject to external factors beyond Service Provider's control including algorithm changes, market conditions, and competition.
12. LIMITATION OF LIABILITY
12.1 Cap on Liability
IN NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL PROJECT FEE PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.
12.2 Exclusion of Damages
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.3 Exceptions
The limitations in this Section 12 do not apply to:
- Either party's indemnification obligations
- Breach of confidentiality obligations
- Gross negligence or willful misconduct
- Amounts owed for fees and expenses
13. INDEMNIFICATION
13.1 Client Indemnification
Client will indemnify, defend, and hold harmless Service Provider from any claims, damages, losses, and expenses (including reasonable legal fees) arising from:
a) Client's breach of this Agreement
b) Infringement of third-party rights by Client-provided materials
c) Client's use of deliverables in combination with other products or services
d) Client's violation of applicable laws
13.2 Service Provider Indemnification
Service Provider will indemnify, defend, and hold harmless Client from any claims, damages, losses, and expenses (including reasonable legal fees) arising from:
a) Service Provider's breach of this Agreement
b) Infringement of third-party intellectual property rights by deliverables (excluding Client materials)
c) Service Provider's gross negligence or willful misconduct
13.3 Process
The indemnified party must promptly notify the indemnifying party, allow control of defense and settlement, and cooperate reasonably in the defense.
14. TERMINATION
14.1 Termination for Convenience
Either party may terminate this Agreement upon thirty (30) days' written notice.
Upon termination:
- Client pays for all work completed to date plus reasonable wind-down costs
- Client receives all work completed and in progress (including partial work)
- Ownership of completed work transfers to Client upon payment
- Both parties return or destroy confidential information
14.2 Termination for Cause
Either party may terminate immediately if the other party:
a) Materially breaches this Agreement and fails to cure within fourteen (14) days of written notice
b) Becomes insolvent or files for bankruptcy
c) Ceases to conduct business
14.3 Survival
The following sections survive termination: Section 9 (Intellectual Property), Section 10 (Confidentiality), Section 11 (Warranties), Section 12 (Limitation of Liability), Section 13 (Indemnification), and Section 16 (General Provisions).
15. FORCE MAJEURE
Neither party will be liable for failure to perform due to circumstances beyond reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet or utility failures, or pandemic.
The affected party must provide prompt notice and use reasonable efforts to resume performance. If the force majeure event continues for more than thirty (30) days, either party may terminate without penalty.
16. GENERAL PROVISIONS
16.1 Governing Law and Jurisdiction
This Agreement is governed by the laws of New South Wales, Australia, without regard to conflict of law principles. Both parties submit to the exclusive jurisdiction of the courts of New South Wales.
16.2 Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements.
16.3 Amendment
This Agreement may only be amended by written agreement signed by both parties.
16.4 Independent Contractor
Service Provider is an independent contractor, not an employee, partner, or joint venturer with Client. Service Provider is responsible for its own taxes, insurance, and business expenses.
16.5 Assignment
Neither party may assign this Agreement without prior written consent, except either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all assets.
16.6 Notices
All notices must be in writing and delivered to the addresses below (or as updated in writing):
To Client:
[CLIENT NAME]
[CLIENT ADDRESS]
Email: [CLIENT EMAIL]
To Service Provider:
Panther & Cub Pty Ltd
Sydney, NSW, Australia
Email: [email protected]
16.7 Severability
If any provision is found invalid or unenforceable, the remaining provisions remain in full force and effect.
16.8 Waiver
No waiver of any provision is effective unless in writing. No waiver of any breach constitutes a waiver of any other breach.
16.9 Counterparts
This Agreement may be executed in counterparts. Electronic signatures have the same effect as original signatures.
17. ACCEPTANCE
By signing below, both parties agree to be bound by the terms of this Project Agreement.
EXECUTION
CLIENT
Signed: ______________________________
Name: [CLIENT SIGNATORY NAME]
Title: [CLIENT SIGNATORY TITLE]
Date: ____/____/____
PANTHER & CUB PTY LTD
Signed: ______________________________
Name: [YOUR NAME]
Title: [YOUR TITLE]
Date: ____/____/____