Business Commercial Proposal

BUSINESS COMMERCIAL PROPOSAL

Proposal Number:     Proposal Date:

Provider:     Client:

Provider Address:

Client Address:

RECITALS

WHEREAS, Provider is engaged in the business of providing commercial goods and services described herein and possesses relevant experience, personnel, and technical capability to perform the proposed work; and

WHEREAS, Client desires to procure the services and deliverables from Provider under the terms and conditions set forth in this Proposal and to authorize Provider to commence performance upon acceptance; and

WHEREAS, the parties intend this Proposal, when accepted by Client, to constitute the binding agreement between Provider and Client for the work described below.

SCOPE OF WORK

Deliverables and acceptance criteria will be as set forth above. Any change in scope that materially affects price or schedule shall require a written change order signed by both parties.

PAYMENT TERMS

Late Payment Fee:     Grace Period (days):

All amounts payable hereunder are exclusive of applicable taxes. Client shall reimburse Provider for reasonable and documented out-of-pocket expenses if such expenses are pre-approved in writing. Provider may suspend performance for unpaid invoices ninety (90) days past due; suspension shall not relieve Client of its payment obligations.

TERM AND TERMINATION

Term Commencement Date:     Term End Date:

Either party may terminate this Agreement for material breach by the other party after providing the non-breaching party the termination notice period specified above and an opportunity to cure. Provider may terminate immediately for insolvency, appointment of a receiver, or failure to pay undisputed amounts when due. Upon termination, Client shall pay for work performed and reasonable wind-down costs as of the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other, whether disclosed orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) use Confidential Information solely to perform its obligations under this Proposal; (b) restrict disclosure to employees, contractors, and agents with a need to know and subject to confidentiality obligations at least as protective as those herein; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is: (i) publicly known without breach; (ii) already known by the receiving party without restriction; (iii) rightfully received from a third party without an obligation of confidentiality; or (iv) independently developed without use of the disclosing party's Confidential Information.

The obligations in this section survive termination for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Provider retains ownership of all pre-existing intellectual property and tools used in performing the services. Upon full payment, Provider grants Client a non-exclusive, non-transferable license to use the deliverables for Client's internal business purposes. Any custom source code, designs, or other materials specially created for Client shall be transferred upon receipt of final payment, subject to any third-party license restrictions.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, in no event shall either party be liable for special, incidental, indirect, or consequential damages, and the aggregate liability of either party for claims arising out of or relating to this Proposal shall not exceed the total amounts paid by Client to Provider under this Proposal during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Proposal and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Venue for any action shall be in the state or federal courts located in the selected state, and the parties consent to personal jurisdiction therein.

ENTIRE AGREEMENT

This Proposal, together with any incorporated attachments, exhibits, and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, whether oral or written. Any modification to this Proposal must be in a writing signed by both parties.

MISCELLANEOUS

The parties are independent contractors. Nothing in this Proposal creates a partnership, joint venture, or agency relationship. If any provision of this Proposal is held unenforceable, the remaining provisions shall remain in full force and effect.

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