Business Data Migration Proposal

Business Data Migration Proposal

Client Name:   Client Address:

Service Provider Name:   Provider Address:

Proposal Date:   Proposal Reference:

Recitals

WHEREAS, Client maintains data within an existing source system identified as ;

WHEREAS, Service Provider represents that it possesses the requisite technical experience and resources to perform extraction, transformation and secure migration of Client data to the target environment identified as ;

WHEREAS, the parties desire to record the scope, schedule, fees and terms governing the migration to commence on or about .

Scope of Work

The Service Provider shall perform the following services in a professional manner consistent with industry standards:

Payment Terms

Total Estimated Fee: $   Billing Currency:

Deposit / Upfront Payment: $   Remaining upon completion: $

Late Payment Fee: % per month on overdue amounts after a grace period of days.

Invoicing: Service Provider will invoice the Client in accordance with the payment schedule. Unless otherwise stated, Client shall pay all undisputed invoices within days of invoice date. Taxes, duties and similar charges are the responsibility of the party required by law to pay them.

Term and Termination

Agreement Term Start Date:   Term End Date (if any):

Either party may terminate this engagement for convenience upon providing written notice to the other party no fewer than days. Either party may terminate immediately for material breach if such breach remains uncured for a period of days after written notice specifying the breach.

Upon termination, Client shall pay for all Services performed and documented expenses incurred through the effective date of termination, and Service Provider shall deliver to Client any work product completed to the date of termination consistent with the Deliverables and Acceptance Criteria.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose or use, except in performing its obligations under this Proposal, any Confidential Information of the other party (the "Disclosing Party"). Confidential Information includes business, technical and operational information, data schemas, mappings, credentials, and customer data. Confidential Information does not include information that: (a) was known to the Receiving Party prior to disclosure without restriction; (b) is or becomes public through no fault of the Receiving Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party.

Receiving Party shall implement reasonable administrative, physical and technical safeguards to protect Confidential Information and shall limit access to such information to employees or permitted subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. Any permitted subcontracting shall be disclosed in advance: Subcontracting permitted? Yes

Data Protection and Security

Service Provider shall maintain technical and organizational measures appropriate to the sensitivity of Client Data to protect against unauthorized or unlawful processing and accidental loss or destruction. Service Provider shall promptly notify Client of any security incident affecting Client Data and shall cooperate in mitigation and remediation. Client retains all ownership rights in Client Data; Service Provider's access is limited to performance of the migration described in this Proposal.

Warranties; Liability

Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS PROPOSAL SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS PROPOSAL DURING THE SIX (6) MONTH PERIOD PRECEDING 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 its conflict of law principles.

Entire Agreement

This Proposal, together with any attachments, exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendments or modifications must be in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, the parties acknowledge and agree that this Proposal accurately describes the services to be provided, the fees and payment schedule, and the terms and conditions governing the engagement. Execution of this Proposal by both parties constitutes a binding agreement.

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