Business BPO Proposal

BUSINESS BPO PROPOSAL

Proposal Date:   Proposal No.:

RECITALS

WHEREAS, Client Name: engages in operations requiring business process outsourcing services; and

WHEREAS, Service Provider: represents that it has the personnel, systems, and expertise to perform the services described in this Proposal under the terms set forth below; and

WHEREAS, the parties desire to set forth the scope, fees, term, and other material terms for delivery of BPO services pursuant to this Proposal, which upon execution will constitute the agreement between the parties as provided herein.

SCOPE OF WORK

PAYMENT TERMS

Total Estimated Monthly Fee:   Billing Frequency:

Invoices will be issued by Provider to Client and are payable within days of receipt unless otherwise agreed in writing. All payments shall be made in the currency specified on the invoice.

TERM AND TERMINATION

Start Date:   End Date:

Either party may terminate this Proposal for convenience upon written notice of days to the other party. Either party may terminate immediately for material breach if such breach remains uncured for a period of thirty (30) days following written notice.

CONFIDENTIALITY

Each party acknowledges that in connection with performance under this Proposal it may receive Confidential Information of the other party. "Confidential Information" includes non-public business information, customer data, personnel data, financial information, trade secrets, and other information designated confidential or that reasonably should be understood to be confidential given the nature of the information.

The recipient shall: (a) use Confidential Information solely for performance under this Proposal; (b) restrict disclosure to employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) employ reasonable administrative, physical and technical safeguards to protect Confidential Information. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which will be protected for as long as they remain trade secrets.

Excluded from Confidential Information are information that: (i) is or becomes publicly known through no breach by recipient; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided recipient gives prompt written notice to allow the discloser to seek protective measures.

DATA PROTECTION AND SECURITY

Provider shall implement and maintain commercially reasonable administrative, technical and physical safeguards appropriate to the sensitivity of Client data. Provider will promptly notify Client of any unauthorized access or data breach involving Client data and will cooperate with Client's reasonable investigation and mitigation.

CHANGE ORDERS

All changes to scope, schedule, or fees must be documented in a written Change Order signed by authorized representatives of both parties prior to implementation. Provider will not be obligated to perform work outside the agreed scope without a signed Change Order and any additional fees or schedule adjustments shall be specified therein.

LIMITATION OF LIABILITY & INDEMNIFICATION

Except for each party's indemnification obligations, breach of confidentiality, or liability arising from gross negligence or willful misconduct, neither party will be liable to the other for consequential, incidental, special or punitive damages. Each party's aggregate liability for claims arising out of or related to this Proposal shall not exceed the total fees paid by Client to Provider under this Proposal during the three (3) month period preceding the claim.

Provider will indemnify and defend Client against third-party claims alleging Provider's negligent acts or omissions in performing the services and resulting in bodily injury or direct property damage, subject to reasonable limitations and exclusions as set forth in a definitive agreement.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Proposal, together with any executed change orders or attachments expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior proposals, negotiations, and agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

ACCEPTANCE

By signing below, the parties acknowledge and agree that this Proposal sets forth the material terms for the provision of Business Process Outsourcing services and, upon signature by authorized representatives of both parties, becomes a binding agreement pursuant to the terms herein.

Sign Now