Business Migration Proposal

BUSINESS MIGRATION PROPOSAL

Service Provider Name:    Client Name:

Proposal Date:    Project Title:

RECITALS

WHEREAS, Service Provider is engaged in the business of delivering technology migration, data transfer, systems integration, and related professional services; and

WHEREAS, Client desires to migrate designated business systems, data, and operations to new infrastructure and to procure the services of Service Provider pursuant to the terms and conditions set forth in this Proposal; and

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the parties agree to the services, schedules, and terms described below.

SCOPE OF WORK

Service Provider will perform the migration services described below. Deliverables, responsibilities and acceptance criteria are specified and will be used to validate completion of each phase.

PAYMENT TERMS

Total Project Fee:

Invoicing and Payment Terms: Invoices are payable within days of invoice date. Client shall pay all undisputed amounts in accordance with the invoice schedule.

Late Payment Fee: Amounts unpaid after the due date will accrue interest at or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

Term Commencement Date:    Anticipated Completion Date:

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice specifying the breach.

For convenience, either party may terminate upon days' prior written notice. Upon termination, Client will pay for all services performed and expenses incurred through the effective date of termination, together with reasonable wind‑down costs.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information from the other. "Confidential Information" means nonpublic information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given its nature. Each party agrees to: (a) use Confidential Information solely to perform its obligations under this Proposal; (b) restrict disclosure to employees, contractors, and agents with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) was already known to the recipient without obligation of confidentiality; (ii) is or becomes publicly known through no wrongful act of the recipient; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. Disclosure compelled by law is permitted if the recipient provides prompt notice and cooperates in seeking appropriate protective measures.

Client and Service Provider each acknowledge and agree to the confidentiality obligations set forth above.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability to the other arising out of or related to this Proposal shall be limited to the total fees paid or payable to Service Provider under this Proposal during the twelve (12) months preceding the event giving rise to the claim. In no event shall either party be liable for consequential, incidental, special, punitive, or lost profit damages.

GOVERNING LAW

This Proposal shall be governed by and construed in accordance with the laws of the state indicated below, without regard to its choice of law principles. Governing State:

ENTIRE AGREEMENT

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

NOTICES

Change Orders: Any material changes to scope, schedule, or fees must be documented in a written change order signed by authorized representatives of both parties prior to performance.

Acceptance Criteria: Final acceptance of deliverables shall be governed by the acceptance tests and criteria set forth in the Scope of Work. Unless otherwise specified, acceptance shall be deemed granted if Client does not provide written notice of rejection within days following delivery.

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