Business Cover Letter

BUSINESS COVER LETTER

Date:

Dear ,

Please accept this letter as a formal cover letter and accompanying engagement terms between the undersigned parties with respect to the services described below. This letter both confirms our proposed engagement and memorializes the key business terms that will govern the relationship pending execution of the attached agreement language.

RECITALS

WHEREAS, Sender Company: is engaged in the business of providing professional goods and/or services and has presented a proposal to Recipient Company: for the project described herein;

WHEREAS, the parties desire to set forth in writing the scope, fees, schedule and certain contractual terms governing the parties' relationship with respect to the project titled "";

WHEREAS, this cover letter together with the enclosed terms is intended to serve as an offer and summary of principal business and legal terms pending final execution by authorized representatives of both parties.

SCOPE OF WORK

The services to be provided are summarized below. Detailed deliverables, milestones and acceptance criteria should be captured in the project statement and are incorporated by reference when signed.

PAYMENT TERMS

Compensation for services described above shall be determined as set forth below. All amounts are exclusive of applicable taxes unless otherwise stated.

Invoices outstanding beyond days from invoice date shall accrue interest at per month (or the highest rate permitted by applicable law, if lower), plus reasonable collection costs. Parties may alternatively agree to a flat late fee of .

TERM AND TERMINATION

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

Either party may terminate this engagement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure within days after written notice specifying the breach. Upon termination, Recipient shall pay for all services performed and expenses properly incurred through the effective date of termination.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party 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 ("Confidential Information"). Confidential Information does not include information that: (a) was already known to the recipient without obligation of confidentiality; (b) is or becomes publicly available through no wrongful act of the recipient; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the recipient. The recipient may disclose Confidential Information to the extent required by law or judicial process, provided that the recipient uses reasonable efforts to provide prior notice to the disclosing party to permit the pursuit of protective measures.

GOVERNING LAW; DISPUTE RESOLUTION

This cover letter and any resulting agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree to seek in good faith to resolve disputes promptly through negotiation between senior representatives prior to initiating any formal dispute resolution process.

ENTIRE AGREEMENT

This cover letter, together with any schedules or statements of work signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment or modification shall be binding unless made in writing and signed by authorized representatives of both parties.

If the terms set forth above are acceptable, please sign and date where indicated below. This cover letter may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.

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