Business Customer Proposal

Business Customer Proposal

Proposal Date:    Proposal No.:    Project Name:

Proposer (Service Provider)

Client

Whereas

WHEREAS, Proposer is engaged in the business of providing professional services and has represented that Proposer possesses the skills, experience and qualifications necessary to perform the services described in this Proposal; and

WHEREAS, Client desires to engage Proposer to provide the services set forth in this Proposal and Proposer is willing to provide such services under the terms and conditions set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows.

Scope of Work

Proposer shall perform the services and deliver the work products described below. Proposer will use reasonable efforts to provide the services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Total Fee:    Currency:

Initial Deposit:    (Due upon execution)    Initial Deposit Percentage:

Late Payment: Interest shall accrue on any undisputed past due amount at the rate of from the date due until paid, or the maximum rate permitted by law, whichever is lower. Client shall also be liable for all reasonable costs of collection, including attorneys' fees.

Expenses: Client shall reimburse Proposer for out-of-pocket expenses reasonably incurred in connection with performance of the services, provided such expenses are pre-approved in writing by Client where amounts exceed .

Term and Termination

This Proposal commences on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Proposal for convenience upon prior written notice to the other party. Either party may terminate for cause upon written notice if the other party materially breaches this Proposal and fails to cure such breach within thirty (30) days after receipt of written notice.

Effect of Termination: Upon termination, Client will pay Proposer for services performed and expenses incurred through the effective date of termination. Proposer will deliver to Client any completed work product and reasonable documentation necessary to effect an orderly transition.

Confidentiality

Each party agrees that during the term of this Proposal and for a period of three (3) years thereafter it will (a) hold in confidence and not disclose to any third party Confidential Information of the other party; and (b) use Confidential Information solely for the performance of its obligations under this Proposal. "Confidential Information" means non-public information disclosed by a party relating to its business, technology, customers, pricing, strategies, financials, or other proprietary information, whether in written, oral, electronic, or other form. Confidential Information does not include information that is or becomes publicly known through no breach of this Proposal, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

Upon termination or request, each party shall promptly return or destroy the other party's Confidential Information and certify such destruction upon request.

Representations; Warranty Disclaimer

Each party represents that it has the authority to enter into this Proposal. Proposer warrants that services will be performed in a professional and workmanlike manner. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND PROPOSER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

Except for liability arising from a party's willful misconduct or gross negligence, neither party will be liable for incidental, consequential, punitive, or special damages. The aggregate liability of Proposer for claims arising out of or relating to this Proposal will not exceed the total fees paid by Client to Proposer under this Proposal.

Governing Law; Dispute Resolution

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall first attempt to resolve any dispute through good faith negotiations; if unresolved, disputes shall be resolved by binding arbitration administered in the county designated by Client in its address above, consistent with the chosen state's arbitration laws.

Entire Agreement; Amendment

This Proposal, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations and agreements. No amendment or waiver of any provision shall be effective unless in writing and signed by authorized representatives of both parties.

Taxes and Withholding

Client shall be responsible for any sales, use, value-added, or similar taxes arising from the services provided under this Proposal, excluding taxes based on Proposer's net income. If Client is required by law to withhold any taxes from payments, Client shall notify Proposer and provide documentation of such withholding.

Acceptance

By signing below, the parties acknowledge that they have read, understand, and agree to be bound by the terms and conditions set forth in this Business Customer Proposal.

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