Business Digital Proposal

Business Digital Proposal

This Business Digital Proposal (the "Proposal") is made effective as of / / by and between Service Provider: with principal place of business at and Client Name: located at .

Recitals

WHEREAS, Service Provider is engaged in the business of providing digital services including but not limited to website development, digital marketing, and software integration; and

WHEREAS, Client desires to retain Service Provider to deliver the digital services described in this Proposal pursuant to the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Proposal, when accepted by Client signature, to constitute a binding agreement governing the relationship between the parties.

Scope of Work

Service Provider shall perform the services and deliver the deliverables described below. Deliverables shall be provided in accordance with the acceptance criteria and timeline set forth in this section. Any change to the Scope of Work shall be documented in a written change order signed by both parties and may affect Fees and schedule.

Payment Terms

In consideration for the services under this Proposal, Client shall pay Service Provider the total amount set forth below according to the Payment Schedule. All amounts are stated in U.S. dollars unless otherwise indicated. Client agrees to pay invoices in accordance with the schedule and to reimburse Service Provider for reasonable expenses preauthorized in writing.

Wire Transfer   Check   Credit Card / ACH

Term and Termination

This Proposal commences on the Start Date below and continues until the End Date below, unless earlier terminated in accordance with this section.

Start Date:   End Date:

Either party may terminate this Proposal for material breach by the other party if the breaching party fails to cure the breach within the notice period set forth above following receipt of written notice specifying the breach. Termination does not relieve Client of the obligation to pay for Services performed and authorized expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other 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. Each receiving party shall (a) use Confidential Information solely to perform its obligations under this Proposal, (b) restrict disclosure to its employees and contractors with a need to know, and (c) exercise at least the same degree of care as it uses with its own confidential information but no less than reasonable care.

Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, is lawfully obtained by the receiving party from a third party without breach, or is independently developed without use of the disclosing party’s Confidential Information. If receiving party is required by law to disclose Confidential Information, it shall provide prompt written notice to disclosing party to permit a protective order or similar remedy.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider grants Client a nonexclusive, perpetual license to use deliverables provided under this Proposal for Client’s internal business purposes upon full payment of all Fees. Service Provider retains ownership of any preexisting materials, tools, methodologies and software components. The parties shall document ownership and licensing of any custom-developed code, content, or designs in a separate schedule if different treatment is required.

Warranties; Limitation of Liability

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING OUT OF THIS PROPOSAL SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS PROPOSAL.

Governing Law; Dispute Resolution

This Proposal shall be governed by and construed in accordance with the laws of the jurisdiction identified below without regard to its conflicts of law principles. The parties agree to first attempt to resolve disputes through good-faith negotiation. If the parties cannot resolve a dispute within thirty (30) days, either party may pursue any remedy available under law in the courts of the chosen jurisdiction.

Entire Agreement; Amendments

This Proposal, together with any executed change orders and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Acceptance and Authorization

By signing below, Client accepts this Proposal and authorizes Service Provider to commence work in accordance with the Scope of Work and Payment Terms. Client represents that the individual signing has authority to bind the Client to this Proposal.

Sign Now