Business Engineering Proposal

BUSINESS ENGINEERING PROPOSAL

Parties and Proposal Identification

Provider Legal Name:

Client Name:

Recitals

WHEREAS, Provider is engaged in the business of business engineering, process design, systems integration and related professional services and has the expertise and personnel necessary to perform the services described in this Proposal; and

WHEREAS, Client desires to retain Provider to perform business engineering services for the project identified herein under the terms and conditions set forth in this Proposal and the parties intend for this Proposal, upon execution, to constitute a binding agreement between Provider and Client effective as of .

Scope of Work

Provider shall perform the services and deliver the deliverables described below. Services will be performed in a professional and workmanlike manner consistent with industry standards. Provider's obligations under this Proposal are limited to the services and deliverables expressly described.

Payment Terms

Client shall pay Provider the fees and expenses set forth below in consideration for the performance of the Scope of Work. Fees are exclusive of applicable taxes unless otherwise stated.

All undisputed invoices shall be payable within days of the invoice date. Provider may suspend performance if Client fails to pay any undisputed amount within ten (10) days of written notice of nonpayment.

Term and Termination

This Proposal commences on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Proposal for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Provider for services performed and expenses incurred up to the effective date of termination. Provider shall deliver all work in progress and Client shall be granted a non-exclusive license to use such work product to the extent Client has paid for it in full.

Confidentiality

For purposes of this Proposal, "Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether in written, oral, electronic or other form, 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, including business plans, technical information, software, data, pricing, and customer information.

The Receiving Party shall: (a) not disclose Confidential Information to any third party except as permitted in this Proposal; (b) use Confidential Information solely to perform its obligations under this Proposal; and (c) take reasonable measures no less than those it uses to protect its own confidential information. The obligations in this section shall not apply to information that: (i) is or becomes generally known through no breach of this Proposal; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates in any lawful attempt to seek protective measures.

Upon termination or upon request, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information and certify such return or destruction in writing. The confidentiality obligations shall survive termination for a period of three (3) years except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider retains all right, title and interest in and to Provider's pre-existing intellectual property, methodologies, templates and tools. Upon full payment, Provider grants Client a non-exclusive, non-transferable license to use deliverables provided under this Proposal for Client's internal business purposes. Any custom software or work product specifically developed for Client shall be owned by subject to any third-party licenses identified in writing.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for any claim arising out of or relating to this Proposal shall be limited to the amounts actually paid by Client to Provider under this Proposal in the twelve (12) months preceding the claim. In no event shall either party be liable for special, incidental, consequential, exemplary or punitive damages.

Governing Law; Dispute Resolution

This Proposal shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Proposal by negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, either party may pursue any available remedies in the courts of the selected jurisdiction.

Entire Agreement; Amendment

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

Compliance with Laws

Each party shall comply with all applicable laws, regulations and export controls in performance of this Proposal. Provider shall obtain and maintain all licenses, permits and approvals necessary to perform the services.

Insurance

Provider shall maintain commercially reasonable insurance coverage appropriate for the services, including professional liability and general commercial liability insurance, and shall provide certificates of insurance upon Client's reasonable request.

Acceptance

Deliverables shall be deemed accepted when Client provides written acceptance or fails to provide written objections within the agreed acceptance period set forth in the Scope of Work. If Client provides objections specifying non-conformities, Provider shall use commercially reasonable efforts to correct such non-conformities.

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