Business Kwotasie Document

Business Kwotasie Document

This Business Kwotasie Document (the "Agreement") is entered into as of Effective Date: by and between Provider Name: and Client Name: .

WHEREAS

1. WHEREAS, Provider Name: is engaged in the business of providing consulting, quotation preparation, and related business services and has expertise necessary to perform the services described in this Agreement.

2. WHEREAS, Client Name: desires to engage Provider to prepare a formal quotation, deliver specified deliverables, and undertake the Scope of Work set forth below, and Provider is willing to perform such services subject to the terms and conditions of this Agreement.

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described in this Section in a professional and workmanlike manner in accordance with industry standards. Specific tasks, milestones, and deliverables are described below and in any attachments incorporated by reference.

PAYMENT TERMS

Client shall pay Provider the fees set forth in this section in consideration for the services and deliverables. All amounts are stated in the currency indicated and exclude applicable taxes unless otherwise stated.

Deposit: due on or before Deposit Due Date: ; Balance: due on or before Final Payment Date: .

Provider shall submit invoices in accordance with the Payment Schedule. Amounts not paid within days after the invoice due date shall accrue a late fee equal to % per month on the overdue balance until paid in full. Client shall also reimburse Provider for reasonable collection costs incurred to recover overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the effective date of termination. In the event of termination for convenience, Client shall pay Provider for services performed and expenses incurred up to the effective date of termination.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Termination for cause does not relieve the breaching party of liability for damages resulting from the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that it may receive Confidential Information from the other party (the "Disclosing Party"). Confidential Information means non-public information disclosed in any form that is designated as confidential or which, by its nature, should reasonably be considered confidential. The Receiving Party shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as permitted herein; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure, which measures shall be no less protective than those the Receiving Party uses for its own confidential information of like importance.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was in the Receiving Party's possession prior to disclosure without restriction; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information upon request and certify such return or destruction in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts located within that State, and the parties hereby submit to the personal jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or remedy under this Agreement shall not constitute a waiver of such right or remedy.

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