Business Implementation Proposal

BUSINESS IMPLEMENTATION PROPOSAL

Proposal Information

Proposal Date:   Project Name:

Recitals

WHEREAS, Client Name: is engaged in business operations and seeks implementation services described herein; and

WHEREAS, Implementation Provider: possesses the experience and capability to perform the services under the terms of this Proposal; and

NOW, THEREFORE, the parties agree that Provider will perform and Client will retain Provider to perform the services set forth below under the terms and conditions of this Proposal and any resulting Agreement.

Scope of Work

Provider will perform the implementation services described below. The Scope of Work identifies deliverables, milestones, acceptance criteria, and defined exclusions. Any modification to scope must be approved in writing and will be subject to change order fees.

Payment Terms

Client agrees to pay Provider the fees for services and reimbursable expenses as set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Provider will issue invoices in accordance with the Payment Schedule. Payments are due within days of invoice receipt. Late payments will accrue interest as specified below.

Term and Termination

This Proposal is effective beginning on Start Date: and will continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Proposal for convenience upon written notice of days to the other party. Termination for material breach by either party will be effective upon written notice if the breach is not cured within thirty (30) days after receipt of notice.

Confidentiality

Each party will hold in strict confidence and not disclose or use any Confidential Information received from the other party except to perform its obligations under this Proposal. Confidential Information includes technical, business, financial, and customer information disclosed in connection with the Project. The obligations of confidentiality do not extend to information that (a) is or becomes publicly available through no fault of the receiving party; (b) was in the receiving party's lawful possession prior to receipt; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

Liability and Insurance (Summary)

Provider will maintain commercially reasonable insurance appropriate to the services provided. Except for willful misconduct or gross negligence, each party's liability to the other shall be limited to direct damages not to exceed the total fees paid under this Proposal for the Work giving rise to the claim. Neither party shall be liable for consequential, incidental, special or punitive damages.

Governing Law and Dispute Resolution

This Proposal and any resulting Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties will first seek to resolve disputes through good faith negotiation. If unresolved within forty-five (45) days, disputes shall be resolved by binding arbitration in accordance with commercially customary arbitration rules.

Entire Agreement

This Proposal, together with any exhibits or mutually executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, or representations, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Client and Provider Information

Acceptance

By signing below, the parties acknowledge and agree that: (a) they have read and understand this Proposal; (b) the Proposal accurately describes the services and payment terms; and (c) this Proposal may be executed in counterparts and delivered electronically, each of which shall be deemed an original.

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