Analysis Solutions Proposal Template

ANALYSIS SOLUTIONS PROPOSAL TEMPLATE

RECITALS

This Agreement is entered into as of (Effective Date) by and between Client Name: and Service Provider: .

WHEREAS, Client desires to obtain analysis, modeling, data integration and advisory services in connection with the project identified as ; and

WHEREAS, Service Provider has represented that it possesses the professional expertise, personnel and resources necessary to perform the services described in this Agreement and agrees to provide such services under the terms set forth below.

SCOPE OF WORK

Service Provider shall provide analysis solutions, including but not limited to data collection, data cleansing, statistical and predictive modeling, validation, documentation of methods, and presentation of results. The specific tasks, deliverables, milestones, and acceptance criteria are set forth below and may be modified by written amendment signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider for services performed in accordance with the fees and schedule set forth below. All amounts are payable in United States Dollars unless otherwise agreed in writing.

Service Provider shall invoice Client in accordance with the payment schedule. Client must remit payment within the time specified above. Client is responsible for any reasonable and documented out-of-pocket expenses pre-approved in writing. Late payments shall accrue interest at the rate specified above or, if no rate is specified, at 1.5% per month, to the maximum extent permitted by law.

TERM AND TERMINATION

This Agreement shall commence on and, unless earlier terminated in accordance with this section, shall continue until .

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach. Either party may terminate for convenience upon providing the notice period set forth above. Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination and for any work necessary to effect an orderly wind-down as reasonably requested.

CONFIDENTIALITY

Each party acknowledges that in the performance of this Agreement it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial or other information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information but no less than reasonable care; (b) not disclose it to third parties except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that: (i) is or becomes publicly known through no breach; (ii) is received from a third party without breach of any obligation of confidentiality; (iii) is independently developed without reference to the other party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice to the other party to seek protective measures.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, written or oral. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by certified mail, courier, or email with confirmation, and shall be effective upon receipt.

AUTHORIZATION

Each party represents and warrants that the person signing below is duly authorized to execute this Agreement on behalf of the party and to bind the party to its terms.

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