Bonsai Business Proposal

Bonsai Business Proposal

This Business Proposal and Services Agreement (the Proposal) is entered into as of Effective Date: by and between Client Name: and Consultant Name:

RECITALS

WHEREAS, Client desires to procure professional services and deliverables to advance the business objectives described herein; and

WHEREAS, Consultant represents that it has the experience and capability to provide such professional services, and is willing to provide those services to Client on the terms and conditions set forth in this Proposal; and

WHEREAS, the parties intend for this Proposal to set forth the scope, schedule, payment terms, confidentiality obligations, and other material terms governing the engagement.

PROJECT IDENTIFICATION

SCOPE OF WORK

Consultant will perform the services and deliver the deliverables described below. Consultant will exercise commercially reasonable efforts to meet the agreed schedule and specifications. Specific tasks, responsibilities, and acceptance criteria are specified in the Scope of Work field.

DELIVERABLES & MILESTONES

The following milestones capture key deliverables and target dates. Dates are estimates; changes must be documented in writing and signed by both parties.

Due Date:   Amount: $

Due Date:   Amount: $

Due Date:   Amount: $

PAYMENT TERMS

Client agrees to pay Consultant the fees described below in exchange for the services and deliverables performed under this Proposal. All fees are exclusive of applicable taxes unless otherwise stated.

Deposit Due:

Late Payment: If Client fails to pay any undisputed amount when due, Consultant may assess a late fee and interest. Late fee: or interest: per month on outstanding balance, calculated monthly and compounded.

TERM AND TERMINATION

This Proposal will commence on Start Date: and will continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Proposal for convenience upon prior written notice of days to the other party. Either party may terminate immediately for cause if the other party materially breaches this Proposal and fails to cure such breach within days after receipt of written notice of the breach.

Upon termination, Client will pay Consultant for all work performed and documented expenses incurred through the effective date of termination, including reasonably allocable wind-down costs.

CONFIDENTIALITY

Each party (Receiving Party) shall keep confidential all non-public information disclosed by the other party (Disclosing Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Receiving Party shall not disclose Confidential Information to third parties and shall use the same care to protect it as it uses to protect its own confidential information, but no less than reasonable care.

Confidentiality obligations do not apply to information that (i) is or becomes public other than by breach of this Proposal, (ii) was lawfully in Receiving Party’s possession prior to disclosure, (iii) is independently developed without use of Disclosing Party’s Confidential Information, or (iv) is required to be disclosed by law, provided Receiving Party gives prompt notice to Disclosing Party and cooperates in any protective order or other remedy sought.

Acknowledgement:   Parties acknowledge the confidentiality obligations set forth above.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Consultant grants Client a non-exclusive, perpetual, worldwide license to use deliverables created under this Proposal for Client’s internal business purposes upon full payment. Where the parties agree that work constitutes a work-for-hire, Consultant will assign all right, title and interest in such deliverables to Client upon receipt of full payment. Any pre-existing Consultant tools, methodologies, templates, or open-source components remain the exclusive property of Consultant.

LIMITATION OF LIABILITY

Except for liability arising from a party’s gross negligence, willful misconduct, or breach of confidentiality, neither party will be liable for indirect, special, incidental, consequential, or punitive damages. Consultant’s aggregate liability for any claim arising out of or relating to this Proposal will not exceed the total fees paid by Client to Consultant under this Proposal in the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Proposal will be governed by and construed in accordance with the laws of the jurisdiction identified below without regard to its conflict-of-law principles. The parties will attempt in good faith to resolve disputes arising under this Proposal. If the parties cannot resolve a dispute within thirty (30) days, the dispute may be submitted to binding arbitration if elected by mutual written agreement; otherwise, parties may seek relief in a court of competent jurisdiction in the governing jurisdiction.

ENTIRE AGREEMENT

This Proposal, together with any exhibits or statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Notices under this Proposal must be sent to the addresses listed above or to other addresses designated in writing. If any provision of this Proposal is held invalid or unenforceable, the remainder of the Proposal will remain in full force and effect.

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