Business DEI Proposal

BUSINESS DEI PROPOSAL

Parties and Purpose

This Business DEI Proposal (the Proposal) is made between Client Name: and Service Provider Name: .

Proposal Date: . The parties intend by this Proposal to establish the terms under which Provider will deliver diversity, equity, and inclusion services described below.

WHEREAS

WHEREAS, Client desires to engage Provider to design and implement a tailored program of diversity, equity and inclusion initiatives to advance inclusive practices within Client's organization; and

WHEREAS, Provider has the expertise, personnel and resources necessary to provide consulting, training, assessment, and implementation services described in this Proposal; and

WHEREAS, the parties wish to set forth the scope, compensation, term, confidentiality obligations, and other material terms in this Proposal which, upon written acceptance by Client, will become binding as set forth herein.

Scope of Work

Payment Terms

Total Fee: (USD). Fees set forth in this paragraph cover professional services and deliverables expressly described in the Scope of Work and do not include reimbursable expenses unless stated below.

One-time payment upon execution Deposit and balance Installments / Milestone-based

Invoicing: Provider will invoice Client according to the Payment Schedule. Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days of receipt.

Late Fee: Any undisputed amount not paid when due shall accrue interest at the lesser of % per month or the maximum permitted by applicable law. Client shall also reimburse Provider for reasonable collection costs.

Expenses: Reimbursable expenses (travel, materials, third-party fees) require Client's prior written approval. Anticipated reimbursable expenses:

Term and Termination

Term Commencement Date: . Term End Date: .

Either party may terminate this Proposal for convenience upon days' prior written notice. Either party may terminate immediately for material breach if such breach is not cured within days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver any completed work and Client shall pay Provider for services performed and non-cancelable obligations incurred through the effective date of termination, in proportion to the work performed.

Confidentiality

Each party agrees that all non-public information disclosed by the other party in connection with this Proposal that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information) will be held in strict confidence. Recipient will not use Confidential Information except to perform obligations under this Proposal and will not disclose it to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Proposal; (b) is received from a third party without breach of any obligation of confidentiality; or (c) is independently developed without use of the disclosing party's Confidential Information.

Upon termination or upon the disclosing party's written request, recipient will promptly return or destroy all Confidential Information and certify in writing that it has done so, except to the extent retention is required by law, in which case retained copies will remain subject to the confidentiality obligations herein.

Intellectual Property and Use of Materials

Provider retains ownership of pre-existing methodologies, templates, tools and intellectual property used or developed in providing the services. Provider grants Client a non-exclusive, non-transferable license to use deliverable materials solely for Client's internal business purposes. Any bespoke curricula or bespoke deliverables expressly transferred to Client shall be described and agreed in writing.

Liability and Indemnification

Each party agrees to indemnify and hold the other harmless from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Proposal. Except for liability arising from gross negligence or willful misconduct, neither party's aggregate liability for any claim related to this Proposal will exceed the total fees paid to Provider under this Proposal during the twelve (12) month period preceding the claim.

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes not resolved by negotiation or mediation.

Entire Agreement; Amendments

This Proposal, together with any attachments or documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior discussions, understandings and agreements. Any amendment to this Proposal must be in writing and executed by authorized representatives of both parties.

Representations and Signatures

Each person executing this Proposal represents and warrants that they are duly authorized to enter into this Proposal on behalf of the party for whom they sign and that the party will be bound thereby upon execution.

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