Business Estimate Document

BUSINESS ESTIMATE & AGREEMENT

This Business Estimate and Agreement ("Agreement") is entered into between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client seeks to obtain the goods and/or services described in this Estimate and Provider is willing to supply such goods and/or services under the terms and conditions set forth below;

WHEREAS, the parties intend that acceptance of this Estimate by Client, in writing or by electronic confirmation, will constitute a binding contract incorporating the terms of this Agreement;

WHEREAS, the parties desire to document the scope, price, payment schedule, confidentiality obligations and other material terms governing the provision of the proposed services.

ESTIMATE DETAILS

SCOPE OF WORK

Provider agrees to furnish the goods and perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material change in scope requested by Client shall be subject to a written change order signed by both parties and may affect price and schedule.

ITEMIZED ESTIMATE

PAYMENT TERMS

Client shall pay Provider the Total Estimate in accordance with the following payment schedule. Acceptance of this Estimate and any written or electronic confirmation by Client constitutes Client's agreement to these Payment Terms.

Payment Schedule: . Unless otherwise provided in writing, Client shall pay all invoices within days of invoice.

Late Payment: Unpaid amounts shall accrue interest at the rate of (or the maximum allowed by applicable law) plus all costs of collection, including reasonable attorney fees.

TERM AND TERMINATION

Term Commencement Date: . Anticipated Completion / End Date: .

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice. Provider may suspend work if Client fails to make timely payments in accordance with the Payment Terms.

CONFIDENTIALITY

Each party shall hold in confidence and shall not disclose to any third party any Confidential Information of the other party disclosed in connection with this Agreement. "Confidential Information" includes non-public business, technical, financial and pricing information and other information that a reasonable person would consider confidential. Confidential Information does not include information that is: (i) publicly known through no fault of the receiving party; (ii) already rightfully known by the receiving party without obligation of confidentiality; or (iii) independently developed without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely for the performance of this Agreement and shall implement reasonable safeguards to prevent unauthorized disclosure. Upon termination or expiration of this Agreement, the receiving party shall return or destroy Confidential Information upon request.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state identified below by the parties without regard to conflicts of law principles. The parties agree to attempt to resolve disputes arising under this Agreement through good faith negotiations. If unresolved, disputes shall be resolved by binding arbitration in the county or jurisdiction mutually agreed by the parties, or if no agreement, in the county where Provider's principal place of business is located.

ENTIRE AGREEMENT

This Estimate, together with the terms set forth in this Agreement and any mutually executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements, whether written or oral. No amendment or modification to this Agreement shall be binding unless in writing and signed by both parties.

Acceptance: Client's signature below, or Client's written or electronic confirmation of this Estimate, shall constitute acceptance of the Estimate and Agreement and shall obligate Client to pay the amounts set forth herein in accordance with the Payment Terms. Provider's commencement of work following acceptance shall further evidence the parties' intent to be bound.

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