Business Contracting Proposal

Business Contracting Proposal

Parties and Proposal Identification

Client Name:

Contractor Name:

Proposal Date:    Proposal Number:

Recitals

WHEREAS, Client desires to obtain contracting services for the project and related deliverables described in this Proposal; and

WHEREAS, Contractor represents that it has the professional skill, qualifications, and resources necessary to perform the Scope of Work under the terms and conditions set forth below; and

WHEREAS, the Parties wish to record their agreement in writing and set forth the terms governing the services, payment, confidentiality, term, and termination.

Scope of Work

Contractor shall perform the services and deliverables described below. The services shall conform to the specifications and acceptance criteria described in this Scope of Work.

Payment Terms

Client shall pay Contractor the compensation set forth below in exchange for the satisfactory performance of the Scope of Work.

Any undisputed amount not paid within days of the invoice due date shall accrue interest at % per month, compounded monthly, or the maximum permitted by law, whichever is less.

Unless otherwise stated, Client is responsible for all applicable taxes. Payment shall be made by the method set forth below.

Term and Termination

This Agreement commences on the Start Date and continues through the End Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within the notice period set forth above. Termination for convenience by Client requires payment for work performed through the effective date of termination and for reasonable wind-down costs.

Confidentiality

"Confidential Information" means all non-public information disclosed by either Party to the other, whether oral, written, electronic, or tangible, that is designated confidential or that reasonably should be understood to be confidential. Each Party shall (a) hold Confidential Information of the other in strict confidence, (b) not disclose such information to third parties except as expressly permitted herein, and (c) use such information only to perform obligations under this Agreement.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as such information qualifies as a trade secret under applicable law.

Insurance, Warranties and Indemnity

Contractor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for a period of ninety (90) days following acceptance. Contractor shall maintain commercial general liability insurance and any other insurance reasonably required for the performance of the services.

Each Party shall indemnify, defend and hold harmless the other Party from and against any third party claims arising out of the indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement, subject to applicable limitations and defenses.

Limitation of Liability

Except for liability arising from willful misconduct or indemnification obligations, in no event shall either Party be liable to the other for incidental, consequential, special or punitive damages, and each Party's aggregate liability for any claim arising under this Agreement shall be limited to the total amounts paid or payable by Client to Contractor under this Agreement in the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state selected by the Parties. The Parties agree to attempt in good faith to resolve disputes through negotiation before initiating litigation. Either Party may seek equitable relief where appropriate to protect its Confidential Information or intellectual property rights.

Assignment; Relationship of Parties

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Contractor may assign to an affiliate or in connection with a sale of substantially all of Contractor's business. Contractor is an independent contractor and not an employee or agent of Client.

Entire Agreement

This Proposal, together with any attachments, exhibits, and accepted Change Orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings. Any amendment must be in writing and signed by authorized representatives of both Parties.

Change Orders

Material changes to the Scope of Work, schedule, or compensation shall require a written change order signed by authorized representatives of both Parties. Change orders shall specify the change, the impact on schedule, and any adjustment to compensation.

Acknowledgment

By signing below, the undersigned representatives certify that they are authorized to bind their respective Parties to the terms of this Business Contracting Proposal and agree that performance may commence upon signature or on the Start Date, whichever occurs later.

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