Business Management Platform Proposal

Business Management Platform Proposal

This Proposal and General Business Agreement (the Agreement) is entered into as of between:

Client Name:    Client Address:

Provider Name:    Provider Address:

WHEREAS

WHEREAS, Client seeks to engage Provider to supply a business management platform, including software, implementation services, training, and ongoing support as detailed herein; and

WHEREAS, Provider represents that it has the skills, personnel, and resources necessary to deliver the services and platform in accordance with the Scope of Work and Payment Terms contained in this Agreement; and

WHEREAS, the parties intend for this Proposal to constitute a binding agreement setting forth the material terms and conditions under which Provider will deliver the platform and services to Client.

Scope of Work

Provider shall deliver the platform, configuration, data migration, training, and support services described below. Provider will perform services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Provider for the services and platform as set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Unpaid amounts shall accrue interest at the rate of (or the maximum allowed by law) from the due date until paid. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred in enforcing payment obligations.

Term and Termination

Term: This Agreement commences on the Start Date and continues until the End Date unless earlier terminated as provided below.

Start Date:    End Date:

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Termination for Convenience: Client may terminate for convenience upon providing written notice and payment for all services performed and non-cancellable third-party costs incurred through the effective date of termination.

Confidentiality

Each party acknowledges that it may receive Confidential Information from the other. “Confidential Information” means non-public business, technical, financial, or other information disclosed either directly or indirectly in writing, orally, or by inspection 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.

Obligations: Receiving party shall (a) restrict disclosure to employees and contractors with a need to know; (b) use Confidential Information solely to perform under this Agreement; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care.

Intellectual Property and License

Ownership: Provider retains all right, title and interest in and to the platform, associated software, and provider-developed pre-existing materials. Provider grants Client a limited, non-exclusive, non-transferable license to use the platform for Client’s internal business purposes, subject to compliance with this Agreement.

Warranties; Limitation of Liability

Provider warrants that the services will be performed in a professional manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER’S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for any disputes arising under this Agreement.

Entire Agreement

This Agreement, including any attached statements of work and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, agreements, or representations. Any modification must be in writing and signed by authorized representatives of both parties.

Notices and Contacts

Acceptance

Deliverables shall be subject to Client acceptance testing as set forth in the Scope of Work. Acceptance shall occur when Client provides written confirmation of successful completion or upon the expiration of the mutually agreed acceptance period without material defects. Any disputed items shall be addressed in good faith by Provider and Client pursuant to the dispute resolution provisions of this Agreement.

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